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^*

Hoof Torsten

(Last)

(First)

(Middle)

301 PENOBSCOT DR.

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Int'l Commercial 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	6,667⁽¹⁾	D
Common Stock	3,440⁽²⁾	D
Common Stock	4,760⁽³⁾	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)	⁽⁴⁾	09/01/2027	Common Stock	17,250	$31.78	D
Employee Stock Option (right to buy) Holding	⁽⁵⁾	01/31/2028	Common Stock	7,920	$33.21	D
Employee Stock Option (right to buy) Holding	⁽⁶⁾	01/29/2029	Common Stock	10,950	$72.52	D

Explanation of Responses:

1. Unvested portion of 10,000 restricted stock units awarded September 1, 2017, which vest as to 1/3 on August 15, 2019 and 2020.

2. Consists of 2,294 unvested restricted stock units awarded January 31, 2018, which vest as to 1/2 on each of February 15, 2020 and 2021, and 1,146 shares that vested on February 15, 2019.

3. Unvested restricted stock units awarded January 29, 2019, which vest in equal installments on February 15, 2020, 2021 and 2022.

4. The option became exercisable as to 25% of the shares on September 1, 2018, and becomes exercisable as to 25% on each of September 1, 2019, September 1, 2020 and September 1, 2021.

5. The option became exercisable as to 25% of the shares on January 31, 2019, and becomes exercisable as to 25% on each of January 31, 2020, January 31, 2021 and January 31, 2022.

6. The option becomes exercisable as to 25% of the shares on each of January 29, 2020, January 29, 2021, January 29, 2022 and January 29, 2023.

Remarks:

	/s/ Jason W. Radford, Attorney-in-fact	04/26/2019
	** 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).
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.