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^*

Febbo Phillip G.

(Last)

(First)

(Middle)

301 PENOBSCOT DR.

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical Officer

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	5,667⁽¹⁾	D
Common Stock	1,647⁽²⁾	D
Common Stock	590⁽³⁾	D
Common Stock	4,500⁽⁴⁾	D
Common Stock	2,561	D

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)
Employee Stock Option (right to buy)	⁽⁵⁾	08/19/2023	Common Stock	25,000	$32.18	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/28/2024	Common Stock	5,470	$30.84	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/13/2025	Common Stock	11,000	$31.12	D

Explanation of Responses:

1. Unvested portion of 8,500 restricted stock units awarded August 19, 2013, which vest in equal installments on August 15, 2015 and 2016.

2. Unvested portion of 2,470 restricted stock units awarded January 28, 2014, which vest in equal installments on February 15, 2016 and 2017.

3. Performance-based vesting restricted stock units (PVRSUs) awarded on March 25, 2014, subject to meeting certain performance goals measured in 2014, were considered earned on February 13, 2015 and vested as to 1/2 of the shares on February 15, 2015 and vest as to the remainder on February 15, 2016.

4. Restricted stock units awarded on February 13, 2015 which vest as to 1/3 of the shares on each of February 15, 2016, 2017 and 2018.

5. The option became exercisable as to 25% of the shares on August 19, 2014, and becomes exercisable as to 1/48th of the shares each full month thereafter.

6. The option became exercisable as to 25% of the shares on January 28, 2015, and becomes exercisable as to 1/48th of the shares each full month thereafter.

7. The option becomes exercisable as to 25% of the shares on February 13, 2016, and becomes exercisable as to 1/48th of the shares each full month thereafter.

Remarks:

	/s/ Jason W. Radford, Attorney-in-fact	07/31/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.