X0306 4 2013-11-04 0 0001384101 VERACYTE, INC. VCYT 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 2013-11-04 4 C 0 3551929 A 3551929 I See Explanation of Responses Series A Convertible Preferred Stock 2013-11-04 4 C 0 7033333 D Common Stock 1758333 0 I See Explanation of Responses Series B Convertible Preferred Stock 2013-11-04 4 C 0 4016000 D Common Stock 1004000 0 I See Explanation of Responses Series C Convertible Preferred Stock 2013-11-04 4 C 0 3158385 D Common Stock 789596 0 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar II Advisors, LLC, which is the general partner of TPG Biotechnology GenPar II, L.P., which is the general partner of TPG Biotechnology Partners II, L.P. ("TPG Biotech II"), which directly holds 3,551,929 shares of Common Stock ("Common Stock") of Veracyte, Inc. (the "Issuer"). On November 4, 2013, the (a) shares of Series A Convertible Preferred Stock of the Issuer (the "Series A Preferred") held by TPG Biotech II automatically converted into 1,758,333 shares of Common Stock, (b) shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred") held by TPG Biotech II automatically converted into 1,004,000 shares of Common Stock and (c) shares of Series C Convertible Preferred Stock of the Issuer (the "Series C Preferred") held by TPG Biotech II automatically converted into 789,596 shares of Common Stock. Pursuant to the Fourth Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series A Preferred, Series B Preferred and Series C Preferred had been convertible, at the option of the holder, at any time into shares of Common Stock of the Issuer, at initial conversion rates in each case equal to one share of Common Stock per share of Preferred Stock. The initial conversion rates have been adjusted as a result of a 4-for-1 reverse stock split of the Issuer's Common Stock. Because of the relationship between the Reporting Persons and TPG Biotech II, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech II. Each of TPG Biotech II and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech II's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 2013-11-06 /s/ Ronald Cami, on behalf of David Bonderman (6) (7) 2013-11-06 /s/ Ronald Cami, on behalf of James G. Coulter (6) (7) 2013-11-06