SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

EXACT SCIENCES CORP

(Last)

(First)

(Middle)

441 CHARMANY DRIVE

(Street)

MADISON

53719

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2019

3. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes 1,2,3,4,5 Below

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock, par value $0.0001 per share	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. On July 28, 2019, Genomic Health, Inc., a Delaware corporation ("Issuer"), entered into an agreement and plan of merger (the "Merger Agreement") with Exact Sciences Corporation, a Delaware corporation ("Exact Sciences"), and Spring Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Exact Sciences ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Exact Sciences.

2. Exact Sciences may be deemed to have beneficial ownership of an aggregate of 9,596,023 shares of Common Stock, $0.0001 par value, of Issuer ("Common Stock," and such aggregate shares, the "Shares"), consisting of (i) 9,435,243 outstanding shares of Common Stock held by (A) Julian C. Baker, (B) Felix J. Baker, (C) FBB Associates, (D) Baker Brothers Life Sciences, L.P., (E) Baker/Tisch Investments, L.P. (F) 667, L.P., (G) 14159, L.P., (H) Baker Bros. Investments, L.P. and (I) Baker Bros. Investments II, L.P. (the foregoing (A) through (I), together, the "Stockholders") and (ii) 160,780 shares of Common Stock issuable in the aggregate upon the vesting and exercise of options to purchase Common Stock variously granted to certain Stockholders, as a result of entering into voting agreements, dated as of July 28, 2019 (the "Voting Agreements").

3. Copies of the forms of Voting Agreement that Exact Sciences entered into with each Stockholder were filed as exhibits to Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2019. Pursuant to the Voting Agreements, each such Stockholder (and such Stockholder's advisor, where applicable) agreed, among other things and subject to the terms and conditions therein, to vote all of such Stockholder's Shares in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any alternative proposal.

4. In addition, each Stockholder waived appraisal rights and provided an irrevocable proxy to Exact Sciences to vote in favor of the Merger, including by voting for the adoption of the Merger Agreement. The Voting Agreements do not limit or restrict the Stockholders solely in their capacities as directors or officers of Issuer from acting in such capacities. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Exact Sciences that it is the beneficial owner of any of the Shares and any such beneficial ownership is expressly denied.

5. Exact Sciences does not have any pecuniary interest in any of the Shares.

	/s/ D. Scott Coward, Senior Vice President, General Counsel, Chief Administrative Officer and Secretary	08/07/2019
	** 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 5 (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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