0001209191-19-056634.txt : 20191114 0001209191-19-056634.hdr.sgml : 20191114 20191114214057 ACCESSION NUMBER: 0001209191-19-056634 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191108 FILED AS OF DATE: 20191114 DATE AS OF CHANGE: 20191114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pla Frederic CENTRAL INDEX KEY: 0001649167 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 191222272 MAIL ADDRESS: STREET 1: C/O GENOMIC HEALTH, INC. STREET 2: 101 GALVESTON DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063-4700 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENOMIC HEALTH INC CENTRAL INDEX KEY: 0001131324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 770552594 FISCAL YEAR END: 1231 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-11-08 1 0001131324 GENOMIC HEALTH INC GHDX 0001649167 Pla Frederic 301 PENOBSCOT DR. REDWOOD CITY CA 94063 0 1 0 0 COO Common Stock 2019-11-08 4 D 0 18510 0.00 D 13381 D Common Stock 2019-11-08 4 D 0 13381 0.00 D 0 D Employee Stock Option (right to buy) 31.98 2019-11-08 4 D 0 77167 0.00 D 2025-01-01 Common Stock 77167 0 D Employee Stock Option (right to buy) Holding 27.00 2019-11-08 4 D 0 12625 0.00 D 2026-02-16 Common Stock 12625 5142 D Employee Stock Option (right to buy) Holding 27.00 2019-11-08 4 D 0 5142 0.00 D 2026-02-16 Common Stock 5142 0 D Employee Stock Option (right to buy) Holding 27.48 2019-11-08 4 D 0 24864 0.00 D 2027-01-31 Common Stock 24864 17538 D Employee Stock Option (right to buy) Holding 27.48 2019-11-08 4 D 0 17538 0.00 D 2027-01-31 Common Stock 17538 0 D Employee Stock Option (right to buy) Holding 33.21 2019-11-08 4 D 0 29544 0.00 D 2028-01-31 Common Stock 29544 37986 D Employee Stock Option (right to buy) Holding 33.21 2019-11-08 4 D 0 37986 0.00 D 2028-01-31 Common Stock 37986 0 D Employee Stock Option (right to buy) Holding 72.52 2019-11-08 4 D 0 28570 0.00 D 2029-01-29 Common Stock 28570 0 D Disposed of in connection with the acquisition of Issuer (the "Merger") by Exact Sciences Corporation ("Exact Sciences") pursuant to the Agreement and Plan of Merger, dated July 28, 2019 (the "Merger Agreement"), among Exact Sciences,Spring Acquisition Corp., and Issuer, whereby such shares of Issuer common stock were cancelled and converted into the right to receive a cash payment of $509,065 and 8,337 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer restricted stock unit ("RSU") was assumed by Exact Sciences and converted into a corresponding award for 10,240 RSUs of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $1,106,704, less applicable tax withholdings, and 18,127 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $206,933, less applicable tax withholdings, and 3,389 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 3,935 shares of Exact Sciences common stock with an exercise price of $35.28 per share. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $402,628, less applicable tax withholdings, and 6,594 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 13,422 shares of Exact Sciences common stock with an exercise price of $35.91 per share. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $408,759, less applicable tax withholdings, and 6,695 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 29,071 shares of Exact Sciences common stock with an exercise price of $43.40 per share. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 21,865 shares of Exact Sciences common stock with an exercise price of $94.76 per share. /s/ G. Bradley Cole, Attorney-in-fact 2019-11-14