SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Vaughn James J

(Last) (First) (Middle)
301 PENOBSCOT DRIVE

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Commercial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/08/2019 D 5,249 D $0.00(1) 11,281 D
Common Stock 11/08/2019 D 11,281 D $0.00(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) Holding $27 11/08/2019 D 17,739 (3) 02/16/2026 Common Stock 17,739 $0.00 5,142 D
Employee Stock Option (right to buy) Holding $27 11/08/2019 D 5,142 (4) 02/16/2026 Common Stock 5,142 $0.00 0 D
Employee Stock Option (right to buy) Holding $27.48 11/08/2019 D 18,027 (5) 01/31/2027 Common Stock 18,027 $0.00 16,900 D
Employee Stock Option (right to buy) Holding $27.48 11/08/2019 D 16,900 (6) 01/31/2027 Common Stock 16,900 $0.00 0 D
Employee Stock Option (right to buy) Holding $33.21 11/08/2019 D 13,376 (7) 01/31/2028 Common Stock 13,376 $0.00 26,331 D
Employee Stock Option (right to buy) Holding $33.21 11/08/2019 D 26,331 (8) 01/31/2028 Common Stock 26,331 $0.00 0 D
Employee Stock Option (right to buy) Holding $72.52 11/08/2019 D 9,530 (9) 01/29/2029 Common Stock 9,530 $0.00 0 D
Explanation of Responses:
1. 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 $144,374 and 2,364 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.
2. 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 8,632 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.
3. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $290,755, less applicable tax withholdings, and 4,762 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.
4. 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.
5. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $291,915, less applicable tax withholdings, and 4,781 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.
6. 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 12,935 shares of Exact Sciences common stock with an exercise price of $35.91 per share.
7. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $185,065, less applicable tax withholdings, and 3,031 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.
8. 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 20,151 shares of Exact Sciences common stock with an exercise price of $43.40 per share.
9. 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 7,293 shares of Exact Sciences common stock with an exercise price of $94.76 per share.
Remarks:
/s/ G. Bradley Cole, Attorney-in-fact 11/14/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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