0001209191-19-056631.txt : 20191114 0001209191-19-056631.hdr.sgml : 20191114 20191114213927 ACCESSION NUMBER: 0001209191-19-056631 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191108 FILED AS OF DATE: 20191114 DATE AS OF CHANGE: 20191114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cole G Bradley CENTRAL INDEX KEY: 0001337798 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 191222269 MAIL ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENOMIC HEALTH INC CENTRAL INDEX KEY: 0001131324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 770552594 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-556-9300 MAIL ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-11-08 1 0001131324 GENOMIC HEALTH INC GHDX 0001337798 Cole G Bradley 301 PENOBSCOT DRIVE REDWOOD CITY CA 94063 0 1 0 0 CFO Common Stock 2019-11-08 4 D 0 27385 0.00 D 11794 I Held by the Cole Family Trust Common Stock 2019-11-08 4 D 0 11794 0.00 D 0 I Held by the Cole Family Trust Employee Stock Option (right to buy) 28.05 2019-11-08 4 D 0 1888 0.00 D 2023-01-31 Common Stock 1888 0 D Employee Stock Option (right to buy) 30.84 2019-11-08 4 D 0 20000 0.00 D 2024-01-28 Common Stock 20000 0 D Employee Stock Option (right to buy) Holding 31.12 2019-11-08 4 D 0 55000 0.00 D 2025-02-13 Common Stock 55000 0 D Employee Stock Option (right to buy) Holding 27.00 2019-11-08 4 D 0 56558 0.00 D 2026-02-16 Common Stock 56558 5142 D Employee Stock Option (right to buy) Holding 27.00 2019-11-08 4 D 0 5142 0.00 D 2026-02-16 Common Stock 5142 0 D Employee Stock Option (right to buy) Holding 27.48 2019-11-08 4 D 0 38582 0.00 D 2027-01-31 Common Stock 38582 17538 D Employee Stock Option (right to buy) Holding 27.48 2019-11-08 4 D 0 17538 0.00 D 2027-01-31 Common Stock 17538 0 D Employee Stock Option (right to buy) Holding 33.21 2019-11-08 4 D 0 22894 0.00 D 2028-01-31 Common Stock 22894 29436 D Employee Stock Option (right to buy) Holding 33.21 2019-11-08 4 D 0 29436 0.00 D 2028-01-31 Common Stock 29436 0 D Employee Stock Option (right to buy) Holding 72.52 2019-11-08 4 D 0 27740 0.00 D 2029-01-29 Common Stock 27740 0 D Disposed of in connection with the acquisition of Issuer (the "Merger") by Exact Sciences Corporation ("Exact Sciences") pursuant to the Agreement and Plan of Merger, dated July 28, 2019 (the "Merger Agreement"), among Exact Sciences,Spring Acquisition Corp., and Issuer, whereby such shares of Issuer common stock were cancelled and converted into the right to receive a cash payment of $753,089 and 12,335 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer resticted stock unit ("RSU") was assumed by Exact Sciences and converted into a corresponding award for 9,026 RSUs of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $30,130, less applicable tax withholdings, and 493 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $296,215, less applicable tax withholdings, and 4,851 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $808,254, less applicable tax withholdings, and 13,238 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $927,027, less applicable tax withholdings, and 15,184 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 3,935 shares of Exact Sciences common stock with an exercise price of $35.28 per share. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $624,767 less applicable tax withholdings, and 10,233 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 13,422 shares of Exact Sciences common stock with an exercise price of $35.91 per share. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $316,752, less applicable tax withholdings, and 5,188 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 22,528 shares of Exact Sciences common stock with an exercise price of $43.40 per share. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 21,230 shares of Exact Sciences common stock with an exercise price of $94.76 per share. /s/ G. Bradley Cole, Attorney-in-fact 2019-11-14