UNITED STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
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OMB Number: 3235-0101
Expires: March 31, 2011
Estimated average burden
hours per response . . . 2.00
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NOTICE OF PROPOSED SALE OF SECURITIES
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SEC USE ONLY
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PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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DOCUMENT SEQUENCE NO.
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ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
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CUSIP NUMBER
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1 (a) NAME OF ISSUER (Please type or print)
Genomic Health, Inc. (“Issuer”)
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(b) IRS IDENT. NO.
77-0552594
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(c) S.E.C. FILE NO.
000-51541
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WORK LOCATION
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1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE
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(e) TELEPHONE NO.
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301 Penobscot Drive Redwood City CA 94063
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AREA CODE
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NUMBER
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(650)
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556-9300
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2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
TPG Ventures, L.P. (“Seller”)
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(b) RELATIONSHIP TO
ISSUER
Stockholder
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(c) ADDRESS STREET CITY STATE ZIP CODE
301 Commerce Street, Suite 3300 Fort Worth TX 76102
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3 (a)
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(b)
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SEC USE ONLY
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(c)
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(d)
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(e)
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(f)
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(g)
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Title of the
Class of
Securities
To Be Sold
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Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
who is Acquiring the Securities
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Broker-Dealer
File Number
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Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
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Aggregate
Market
Value
(See instr. 3(d))
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Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
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Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
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Name of Each
Securities
Exchange
(See instr. 3(g))
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Common Stock, $0.0001 par value
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Merrill Lynch Pierce Fenner Smith Inc.
125 High Street, 19th Floor
Boston, MA 02110
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150,000 (1)
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$3,838,500
(3/4/2011) |
28,857,463
(10/29/2010)
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March 7, 2011
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NASDAQ
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INSTRUCTIONS:
1. (a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or
member of immediate family of any of the foregoing)
(c) Such person's address, including zip code
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3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face
amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days
prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face
amount thereof outstanding, as shown by the most recent report or statement published
by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to
be sold
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Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
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Title of
the Class
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Date you
Acquired
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Nature of Acquisition Transaction
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Name of Person from Whom Acquired
(If gift, also give date donor acquired)
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Amount of
Securities Acquired
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Date of
Payment
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Nature of Payment
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Common Stock
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October 4, 2005
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The shares reported herein were acquired upon (i) the conversion of shares of Issuer’s Series D and E preferred stock previously acquired for cash and (ii) the distribution on a pro rata basis to the Issuer’s stockholders of Issuer’s Common Stock in satisfaction of a conditional dividend at the closing of Issuer’s initial public offering.
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Issuer
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573,081
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October 4, 2005
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Conversion of preferred stock and satisfaction of a conditional dividend.
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INSTRUCTIONS: .
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If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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Name and Address of Seller
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Title of Securities Sold
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Date of Sale
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Amount of
Securities Sold
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Gross Proceeds
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N/A
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N/A
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N/A
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N/A
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N/A
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INSTRUCTIONS:
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ATTENTION:
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See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
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The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
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March 7, 2011
DATE OF NOTICE
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/s/ Ronald Cami
(SIGNATURE)
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______________________________________________________________________
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
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