X0306 4 2012-08-13 0 0001131324 GENOMIC HEALTH INC GHDX 0001333482 Popovits Kimberly J 301 PENOBSCOT DRIVE REDWOOD CITY CA 94403 1 1 0 0 President and CEO Common Stock 2012-08-13 4 M 0 1897 23.31 A 21420 D Common Stock 2012-08-13 4 S 0 1897 35.009 D 19523 D Common Stock 2012-08-14 4 M 0 3103 23.31 A 22626 D Common Stock 2012-08-14 4 S 0 3103 35.0674 D 19523 D Common Stock 2012-08-13 4 S 0 5000 34.3871 D 228406 I Held by the Popovits 2010 Trust Common Stock 12298 I Held by UBS for Benefit of Kimberly Popovits Common Stock 14770 I Held in trust for the benefit of Ms. Popovits' son, of which Ms. Popovits is trustee. Employee Stock Option (right to buy) 23.31 2012-08-13 4 M 0 1897 0.00 D 2017-12-06 Common Stock 1897 21003 D Employee Stock Option (right to buy) 23.31 2012-08-14 4 M 0 3103 0.00 D 2017-12-06 Common Stock 3103 17900 D Includes 10,000 restricted stock units awarded February 5, 2012 which vest as to 1/3 of the shares on February 15, 2013, 1/3 of the shares on February 15, 2014 and 1/3 of the shares on February 15, 2015. Includes 10,000 restricted stock units awarded January 27, 2011, of which 1/3 of the shares vest on each of February 15, 2013 and 2014, and the 1/3 of the shares that vested on February 15, 2012, net of withholding. These sales of common stock were effected pursuant to Rule 10b5-1 sales plan adopted by the reporting person on November 11, 2011. Reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated. Represents weighted average sale price. Actual sale prices ranged from $35.00 to $35.05. Represents weighted average sale price. Actual sale prices ranged from $35.00 to $35.21. Represents weighted average sale price. Actual sale prices ranged from $34.02 to $34.89. The option became exercisable as to 25% of the shares on December 6, 2008, and becomes exercisable as to 1/48th of the shares each full month thereafter. /s/ Dean L. Schorno, Attorney-in-fact 2012-08-15