SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lanman Richard B.
(Last) (First) (Middle)
505 PENOBSCOT DRIVE
(Street)
REDWOOD CITY CA 94063
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 08/09/2019 M 2,307 A $4.18 141,632 D
COMMON STOCK 08/09/2019 M 3,458 A $8.8 145,090 D
COMMON STOCK 08/09/2019 S 11,399(1) D $103.79(2) 133,691 D
COMMON STOCK 08/09/2019 S 16,060(1) D $104.8(3) 117,631 D
COMMON STOCK 08/09/2019 S 25,520(1) D $105.69(4) 92,111 D
COMMON STOCK 08/09/2019 S 9,596(1) D $106.47(5) 82,515 D
COMMON STOCK 08/09/2019 S 500(1) D $107.18 82,015 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
STOCK OPTION (RIGHT TO BUY) $4.18 08/09/2019 M 2,307 (6) 05/30/2027(7) COMMON STOCK 2,307 $0 15,371 D
STOCK OPTION (RIGHT TO BUY) $8.8 08/09/2019 M 3,458 (8) 08/21/2028(9) COMMON STOCK 3,458 $0 42,655 D
Explanation of Responses:
1. These shares were sold under a pre-arranged sales plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Some of the shares sold were acquired contemporaneously upon the cashless exercise of one or more stock options at an exercise price of $4.18 or $8.80 per share.
2. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $103.10 to $104.08. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
3. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $104.11 to $105.10. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
4. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $105.11 to $106.10. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
5. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $106.11 to $107.02. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
6. The stock option vests and becomes exercisable in equal monthly installments over 48 months commencing on April 1, 2017.
7. The expiration date of May 31, 2027 reported in the Reporting Person's prior Form 4 filings was in error.
8. The stock option vests and becomes exercisable in equal monthly installments over 48 months commencing on August 22, 2018.
9. The expiration date of August 22, 2028 reported in the Reporting Person's prior Form 4 filings was in error.
Remarks:
/s/ Michael Wiley, as Attorney-in-Fact for Richard Lanman 08/13/2019
** 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 4 (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.
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