-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KNZ1SEKbrYDO8opXy2YOCeJDmUIqRav8g0+O1ZRtivJGFswfCBaL3gFhTnHS8mby Qd/zRyjV9n3hVUEszdPNhg== 0000903423-05-000740.txt : 20050928 0000903423-05-000740.hdr.sgml : 20050928 20050928145500 ACCESSION NUMBER: 0000903423-05-000740 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050923 FILED AS OF DATE: 20050928 DATE AS OF CHANGE: 20050928 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENOMIC HEALTH INC CENTRAL INDEX KEY: 0001131324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 770552594 BUSINESS ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-556-9300 MAIL ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tarrant Advisors, Inc CENTRAL INDEX KEY: 0001339181 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 051107845 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817 871 4014 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 tarrant-f3_0923ex.xml X0202 3 2005-09-23 0 0001131324 GENOMIC HEALTH INC GHDX 0001339181 Tarrant Advisors, Inc 345 CALIFORNIA STREET, SUITE 2600 SAN FRANSICO CA 94104 0 0 1 0 Series D Preferred Stock Common Stock 1014492 I Through funds maganged by Reporting Person Series E Preferred Stock Common Stock 821153 I Through funds maganged by Reporting Person These securities are exercisable immediately. These securities do not have an expiration date. Does not include shares of Common Stock that may be issued if the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 is distributed upon the closing of the Issuer's initial public offering (the "IPO") in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend"). Upon consummation of the IPO, every three shares of Series D Preferred Stock will be converted into one share of Common Stock. The Reporting Person is the general partner of TPG Ventures Professionals, L.P., which in turn is the managing member of TPG Ventures Holdings, L.L.C. ("TPG Holdings"), which is the sole member of each of TPG Ventures Advisors, L.L.C. ("Ventures Advisors") and TPG Biotech Advisors, L.L.C. ("Biotech Advisors"). Ventures Advisors is the general partner of TPG Ventures GenPar, L.P., which is the general partner of TPG Ventures, L.P. Biotech Advisors is the general partner of TPG Biotechnology GenPar, L.P., which is the general partner of TPG Biotechnology Partners, L.P. (together with TPG Ventures L.P., the "TPG Funds"). TPG Funds directly hold an aggregate of 1,014,492 shares of Series D Preferred Stock and 821,513 shares of Series E Preferred Stock ("the Securities"). The Reporting Person is deemed to be the beneficial owner of the Securities beneficially owned by the TPG Funds only to the extent of the greater of its direct or indirect interest in the profits or capital accounts of such funds. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by the TPG Funds in excess of such amount. The shareholders of the Reporting Person are David Bonderman, James G. Coulter and William S. Price, III (collectively, the "Shareholders"). However, each Shareholder disclaims beneficial ownership of any of the Issuer's securities reported herein. Does not include shares of Common Stock that will be issued upon consummation of the Issuer's IPO as a result of either (a) the distribution of the Conditional Dividend or (b) the Increased Conversion Rate (as defined in footnote 7 below). Upon consummation of the IPO, every three shares of Series E Preferred Stock will be converted into one share of Common Stock; provided, however, if the price per share of Common Stock sold in the IPO is less than $11.40, the conversion rate will be 1.128 shares of Common Stock for every three shares of Series E Preferred Stock (the "Increased Conversion Rate"). David A. Spuria, Vice President 2005-09-28 -----END PRIVACY-ENHANCED MESSAGE-----