0001104659-12-008721.txt : 20120210 0001104659-12-008721.hdr.sgml : 20120210 20120210164820 ACCESSION NUMBER: 0001104659-12-008721 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 GROUP MEMBERS: BARBARA N. LUBASH GROUP MEMBERS: BRIAN G. ATWOOD GROUP MEMBERS: DONALD B. MILDER GROUP MEMBERS: REBECCA B. ROBERTSON GROUP MEMBERS: ROSS A. JAFFE GROUP MEMBERS: SAMUEL D. COLELLA GROUP MEMBERS: VERSANT AFFILIATES FUND I-A, L.P. GROUP MEMBERS: VERSANT AFFILIATES FUND I-B, L.P. GROUP MEMBERS: VERSANT SIDE FUND I, L.P. GROUP MEMBERS: VERSANT VENTURES I, LLC GROUP MEMBERS: WILLIAM J. LINK FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERSANT VENTURE CAPITAL I LP CENTRAL INDEX KEY: 0001268786 IRS NUMBER: 954767944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VERSANT VENTURES STREET 2: 3000 SAND HILL ROAD BUILD 4 STE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502337877 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81275 FILM NUMBER: 12593625 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 SC 13G/A 1 a12-3712_2sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Genomic Health, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

37244C101

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

 

1.

Names of Reporting Persons
Versant Venture Capital I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,082,174 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,082,174 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,082,174 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
3.66% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

VVI-LLC serves as the general partner of VVC- I and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC-I. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(3)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

2



 

 

1.

Names of Reporting Persons
Versant Side Fund I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
20,838 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
20,838 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,838 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.07% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

VVI-LLC serves as the general partner of VSF-I and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VSF-I. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(3)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

3



 

 

1.

Names of Reporting Persons
Versant Affiliates Fund I-A, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
19,358 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
19,358 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
19,358 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.07% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

VVI-LLC serves as the general partner of VAF-I-A and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VAF-I-A. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(3)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

4



 

 

1.

Names of Reporting Persons
Versant Affiliates Fund I-B, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
37,552 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
37,552 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
37,552 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.13% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

VVI-LLC serves as the general partner of VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(3)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

5



 

 

1.

Names of Reporting Persons
Versant Ventures I, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,159,922 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,159,922 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,159,922 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
3.93% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

Includes: (i) 1,082,174 shares held by VVC-I; (ii) 20,838 shares held by VSF-1; (iii) 19,358 shares held by VAF-I-A; and (iv) 37,552 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(3)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

6



 

 

1.

Names of Reporting Persons
BRIAN G. ATWOOD

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
32,010 (2)

 

6.

Shared Voting Power
1,159,922 (3)

 

7.

Sole Dispositive Power
32,010 (2)

 

8.

Shared Dispositive Power
1,159,922 (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,191,932 (2) (3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
4.03% (4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

Includes 32,010 shares held by Atwood-Edminster Trust dtd 4/2/2000 for the benefit of BGA.

 

 

(3)

Includes: (i) 1,082,174 shares held by VVC-I; (ii) 20,838 shares held by VSF-1; (iii) 19,358 shares held by VAF-I-A; and (iv) 37,552 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(4)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

7



 

 

1.

Names of Reporting Persons
SAMUEL D. COLELLA

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
77,201 (2)

 

6.

Shared Voting Power
1,159,922 (3)

 

7.

Sole Dispositive Power
77,201 (2)

 

8.

Shared Dispositive Power
1,159,922 (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,237,123 (2)(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
4.19% (4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

Includes: (i) 1,218 shares of Common Stock held directly by SDC for the benefit of VVI-LLC; (ii) 8,726 shares held by Colella Family Partners for the benefit of SDC; (iii) 17,757 shares held by Colella Family Trust UTA dtd 9/21/92 for the benefit of SDC; and (iv) an option to acquire 49,500 shares of Common Stock held directly by SDC for the benefit of VVI-LLC.

 

 

(3)

Includes: (i) 1,082,174 shares held by VVC-I; (ii) 20,838 shares held by VSF-1; (iii) 19,358 shares held by VAF-I-A; (iv) 37,552 shares held by VAF-I-B; and (v) options to acquire 49,500 shares of Common Stock held directly by SDC for the benefit of VVI-LLC. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(4)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

8



 

 

1.

Names of Reporting Persons
ROSS A. JAFFE, M.D.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
16,377 (2)

 

6.

Shared Voting Power
1,159,922 (3)

 

7.

Sole Dispositive Power
16,377 (2)

 

8.

Shared Dispositive Power
1,159,922 (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,176,299 (2)(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
3.98% (4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

Includes 16,377 shares held by Jaffe Family Trust dtd 7/9/91 for the benefit of RAJ.

 

 

(3)

Includes: (i) 1,082,174 shares held by VVC-I; (ii) 20,838 shares held by VSF-1; (iii) 19,358 shares held by VAF-I-A; and (iv) 37,552 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(4)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

9



 

 

1.

Names of Reporting Persons
WILLIAM J. LINK, Ph.D.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,159,922 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,159,922 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,159,922 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
3.93% (4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

Includes: (i) 1,082,174 shares held by VVC-I; (ii) 20,838 shares held by VSF-1; (iii) 19,358 shares held by VAF-I-A; and (iv) 37,552 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(3)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

10


 


 

 

1.

Names of Reporting Persons
DONALD B. MILDER

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
35,956 (2)

 

6.

Shared Voting Power
1,159,922 (3)

 

7.

Sole Dispositive Power
35,956 (2)

 

8.

Shared Dispositive Power
1,159,922 (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,195,878 (2)(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
4.05% (4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

Includes: (i) 30,286 shares held by Milder Community Property Trust dtd 11/7/91 for the benefit of DBM; (ii) 2,835 shares held by Emily Beth Milder Trust dtd 12/7/98 for the benefit of DBM; and (iii) 2,835 shares held by Zachary David Milder Trust dtd 12/7/98 for the benefit of DBM.

 

 

(3)

Includes: (i) 1,082,174 shares held by VVC-I; (ii) 20,838 shares held by VSF-1; (iii) 19,358 shares held by VAF-I-A; and (iv) 37,552 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(4)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

11



 

 

1.

Names of Reporting Persons
REBECCA B. ROBERTSON

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,159,922 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,159,922 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,159,922 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
3.93% (4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

Includes: (i) 1,082,174 shares held by VVC-I; (ii) 20,838 shares held by VSF-1; (iii) 19,358 shares held by VAF-I-A; and (iv) 37,552 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(3)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

12



 

 

1.

Names of Reporting Persons
BARBARA N. LUBASH

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
16,412 (2)

 

6.

Shared Voting Power
1,159,922 (3)

 

7.

Sole Dispositive Power
16,412 (2)

 

8.

Shared Dispositive Power
1,159,922 (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,176,334 (2)(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
3.98% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)

This Schedule 13G is filed by Versant Venture Capital I, L.P. (“VVC- I”), Versant Side Fund I, L.P. (“VSF-I), Versant Affiliates Fund I-A, L.P. (“VAF-I-A”), Versant Affiliates Fund I-B, L.P. (“VAF-I-B”), Versant Ventures I, LLC (“VVI-LLC”), Brian G. Atwood (“BGA”), Samuel D. Colella (“SDC”), Ross A. Jaffe (“RAJ”), William J. Link (“WJL”), Donald B. Milder (“DBM”) Barbara N. Lubash (“BNL”) and Rebecca B. Robertson (“RBR”) (collectively, the “Versant Entities”). The Versant Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 

(2)

Includes: (i) 13,576 shares held by Lubash-Moses LLC for the benefit of BNL; and (ii) 2,836 shares held by Evan M. Moses Trust dtd 12/20/99 for the benefit of BNL.

 

 

(3)

Includes: (i) 1,082,174 shares held by VVC-I; (ii) 20,838 shares held by VSF-1; (iii) 19,358 shares held by VAF-I-A; and (iv) 37,552 shares held by VAF-I-B. VVI-LLC serves as the general partner of VVC- I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly. BGA, SDC, RAJ , WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC and share voting and dispositive power over the shares held by VVC- I, VSF-I, VAF-I-A and VAF-I-B. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2011.

 

 

(4)

This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

13



 

Item 1(a).

Name of Issuer:
GENOMIC HEALTH, INC.

Item 1(b).

Address of Issuer’s Principal Executive Offices
301 Penobscot Drive

Redwood City, CA  94063

 

Item 2(a).

Name of Person Filing:
Versant Venture Capital I, L.P. (“VVC-I”)

Versant Side Fund I, L.P. (“VSF-I”)

Versant Affiliates Fund I-A, L.P. (“VAF-I-A”)

Versant Affiliates Fund I-B, L.P. (“VAF-I-B”)

Versant Ventures I, LLC (“VVI-LLC”)

Brian G. Atwood (“BGA”)

Samuel D. Colella (“SDC”)

Ross A. Jaffe (“RAJ”)

William J. Link (“WJL”)

Donald B. Milder (“DBM”)

Rebecca B. Robertson (“RBR”)

Barbara N. Lubash (“BNL”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Versant Ventures

3000 Sand Hill Road, #4-210

Menlo Park, CA 94025

Item 2(c).

Citizenship:

 

 

 Entities:

VVC-I

-

Delaware, United States of America

 

 

VSF-1

-

Delaware, United States of America

 

 

VAF-1-A

-

Delaware, United States of America

 

 

VAF-1-B

-

Delaware, United States of America

 

 

VVI-LLC

-

Delaware, United States of America

 

 

 

 

 

 

 Individuals:

BGA

-

United States of America

 

 

SDC

-

United States of America

 

 

RAJ

-

United States of America

 

 

WJL

-

United States of America

 

 

DBM

-

United States of America

 

 

BNL

-

United States of America

 

 

RBR

-

United States of America

 

Item 2(d).

Title of Class of Securities:
Common Stock

Item 2(e).

CUSIP Number:
37244C101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

14



 

Item 1.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Versant
Entities

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared Voting
Power

 

Sole Dispositive
Power

 

Shared Dispositive
Power

 

Beneficial
Ownership

 

Percentage of Class

(2)

 

VVC-1

 

1,082,174

 

1,082,174

 

0

 

1,082,174

 

0

 

1,082,174

 

3.66

%

VSF-1

 

20,838

 

20,838

 

0

 

20,838

 

0

 

20,838

 

0.07

%

VAF-I-A

 

19,358

 

19,358

 

0

 

19,358

 

0

 

19,358

 

0.07

%

VAF-I-B

 

37,552

 

37,552

 

0

 

37,552

 

0

 

37,552

 

0.13

%

VVI-LLC

 

0

 

0

 

1,159,922

 

0

 

1,159,922

 

1,159,922

 

3.93

%

BGA

 

32,010

 

32,010

 

1,159,922

 

32,010

 

1,159,922

 

1,191,932

 

4.03

%

SDC

 

77,201

 

77,201

 

1,159,922

 

77,201

 

1,159,922

 

1,237,123

 

4.19

%

RAJ

 

16,377

 

16,377

 

1,159,922

 

16,377

 

1,159,922

 

1,176,299

 

3.98

%

WJL

 

0

 

0

 

1,159,922

 

0

 

1,159,922

 

1,159,922

 

3.93

%

DBM

 

35,956

 

35,956

 

1,159,922

 

35,956

 

1,159,922

 

1,195,878

 

4.05

%

BNL

 

16,412

 

16,412

 

1,159,922

 

16,412

 

1,159,922

 

1,176,334

 

3.98

%

RBR

 

0

 

0

 

1,159,922

 

0

 

1,159,922

 

1,159,922

 

3.93

%

 


 

(1)   VVI-LLC serves as the general partner of VVC-I, VSF-I, VAF-I-A, and VAF-I-B and owns no securities of the Issuer directly.  BGA, SDC, RAJ, WJL, DBM, BNL and RBR are directors and/or members of VVI-LLC.  None of BGA, SDC, RAJ, WJL, DBM, BNL and RBR owns no securities of the Issuer directly except as otherwise set forth above.

 

(2)   This percentage is calculated based upon 29,542,324 shares of the Issuer’s common stock outstanding as of October 31, 2011 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commissions on November 8, 2011.

 

 

Item 2.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   x.

 

Item 3.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable

 

Item 4.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

 

Item 5.

Identification and Classification of Members of the Group

Not applicable

 

Item 6.

Notice of Dissolution of a Group

Not applicable

 

 

Item 7.

Certification

Not applicable

 

15



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 10, 2012

 

Versant Affiliates Fund I-A, L.P.

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Affiliates Fund I-B, L.P.

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund I, L.P.

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital I, L.P.

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Ventures I, LLC

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

16



 

EXHIBIT A

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) related to the Common Stock of Genomic Health, Inc. is filed on behalf of each of us.

 

Dated: February 10, 2012

 

Versant Affiliates Fund I-A, L.P.

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Affiliates Fund I-B, L.P.

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Side Fund I, L.P.

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Venture Capital I, L.P.

 

 

 

By:

Versant Ventures I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

Versant Ventures I, LLC

 

 

 

 

 

By:

/s/ Robin L. Praeger

 

 

Authorized Representative

 

 

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Brian G. Atwood

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Samuel D. Colella

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Ross A. Jaffe

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

William J. Link

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Donald B. Milder

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Rebecca B. Robertson

 

 

 

/s/ Robin L. Praeger as attorney in fact

 

Barbara N. Lubash

 

 

17