0001209191-19-056640.txt : 20191114 0001209191-19-056640.hdr.sgml : 20191114 20191114214453 ACCESSION NUMBER: 0001209191-19-056640 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: GRAHAM GINGER L CENTRAL INDEX KEY: 0001192601 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 191222298 MAIL ADDRESS: STREET 1: AMYLIN PHARMACEUTICALS, INC. STREET 2: 885 ARAPAHOE AVENUE CITY: BOULDER STATE: CO ZIP: 80302 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 0001192601 GRAHAM GINGER L 1108 NORTH LEMAY AVENUE FORT COLLINS CO 80524 1 0 0 0 Common Stock 2019-11-08 4 D 0 52349 D 955 I Held by the GInger L. Graham Revocable Trust Common Stock 2019-11-08 4 D 0 955 D 0 I Held by the GInger L. Graham Revocable Trust Director Stock Option (right to buy) 34.44 2019-11-08 4 D 0 8250 D 2013-06-08 2022-06-08 Common Stock 8250 0 D Director Stock Option (right to buy) 35.87 2019-11-08 4 D 0 8250 D 2014-06-07 2023-06-07 Common Stock 8250 0 D Director Stock Option (right to buy) 36.04 2019-11-08 4 D 0 1515 D 2014-06-07 2023-06-07 Common Stock 1515 0 D Director Stock Option (right to buy) 27.75 2019-11-08 4 D 0 10000 D 2015-06-06 2024-06-06 Common Stock 10000 0 D Director Stock Option (right to buy) 26.01 2019-11-08 4 D 0 10000 D 2016-06-12 2026-06-12 Common Stock 10000 0 D Director Stock Option (right to buy) 26.18 2019-11-08 4 D 0 10000 D 2017-06-10 2026-06-10 Common Stock 10000 0 D Director Stock Option (right to buy) 31.53 2019-11-08 4 D 0 10000 D 2018-06-16 2027-06-16 Common Stock 10000 0 D Director Stock Option (right to buy) 51.72 2019-11-08 4 D 0 10000 D 2019-06-07 2028-06-07 Common Stock 10000 0 D Director Stock Option (right to buy) 52.41 2019-11-08 4 D 0 6583 D 2020-06-14 2029-06-14 Common Stock 6583 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 $1,439,646 and 23,579 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 restricted stock unit award, whether or not vested, was cancelled in exchange for a cash payment of $26,277 and 430 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 $109,968 and 1,801 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 $105,114 and 1,721 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 $19,197 and 314 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 $160,821 and 2,634 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 $167,981 and 2,751 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 $167,281 and 2,739 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 $145,268 and 2,379 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 $62,196 and 1,018 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 restricted stock unit award, whether or not vested, was cancelled in exchange for a cash payment of $39,074 and 640 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. Pursuant to the applicable option award agreement, 100% of the unvested options held by the Reporting Person became fully vested following the change in control of the Issuer effected by the Merger. /s/ G. Bradley Cole, Attorney-in-fact 2019-11-14