0001209191-19-056643.txt : 20191114 0001209191-19-056643.hdr.sgml : 20191114 20191114214639 ACCESSION NUMBER: 0001209191-19-056643 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: Parker Geoffrey M. CENTRAL INDEX KEY: 0001491874 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 191222310 MAIL ADDRESS: STREET 1: 15 RIORDAN PLACE CITY: MENLO PARK STATE: CA ZIP: 94025 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 0001491874 Parker Geoffrey M. 301 PENOBSCOT DRIVE REDWOOD CITY CA 94063 1 0 0 0 Common Stock 2019-11-08 4 A 0 955 D 0 D Director Stock Option (right to buy) 26.07 2019-11-08 4 D 0 20000 D 2026-06-21 Common Stock 20000 0 D Director Stock Option (right to buy) 31.53 2019-11-08 4 D 0 10000 D 2018-06-16 2027-06-16 Common Stock 10000 0 D Director Stock Option (right to buy) 51.72 2019-11-08 4 D 0 10000 D 2019-06-07 2028-06-07 Common Stock 10000 0 D Director Stock Option (right to buy) 52.41 2019-11-08 4 D 0 6583 D 2020-06-14 2029-06-14 Common Stock 6583 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 $26,277 and 430 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 $335,468 and 5,494 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. Pursuant to the terms of the applicable option award agreement, 100% of the unvested options held by the Reporting Person became fully vested following the change in control of the Issuer effected by the Merger. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $145,268 and 2,379 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 $62,196 and 1,018 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 award, whether or not vested, was cancelled in exchange for a cash payment of $39,074 and 640 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. Pursuant to the applicable option award agreement, 100% of the unvested options held by the Reporting Person became fully vested following the change in control of the Issuer effected by the Merger. /s/ G. Bradley Cole, Attorney-in-fact 2019-11-14