| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/08/2019 | D | 27,385 | D | $0.00(1) | 11,794 | I | Held by the Cole Family Trust | ||
| Common Stock | 11/08/2019 | D | 11,794 | D | $0.00(2) | 0 | I | Held by the Cole Family Trust | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (right to buy) | $28.05 | 11/08/2019 | D | 1,888 | (3) | 01/31/2023 | Common Stock | 1,888 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $30.84 | 11/08/2019 | D | 20,000 | (4) | 01/28/2024 | Common Stock | 20,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) Holding | $31.12 | 11/08/2019 | D | 55,000 | (5) | 02/13/2025 | Common Stock | 55,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) Holding | $27 | 11/08/2019 | D | 56,558 | (6) | 02/16/2026 | Common Stock | 56,558 | $0.00 | 5,142 | D | ||||
| Employee Stock Option (right to buy) Holding | $27 | 11/08/2019 | D | 5,142 | (7) | 02/16/2026 | Common Stock | 5,142 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) Holding | $27.48 | 11/08/2019 | D | 38,582 | (8) | 01/31/2027 | Common Stock | 38,582 | $0.00 | 17,538 | D | ||||
| Employee Stock Option (right to buy) Holding | $27.48 | 11/08/2019 | D | 17,538 | (9) | 01/31/2027 | Common Stock | 17,538 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) Holding | $33.21 | 11/08/2019 | D | 22,894 | (10) | 01/31/2028 | Common Stock | 22,894 | $0.00 | 29,436 | D | ||||
| Employee Stock Option (right to buy) Holding | $33.21 | 11/08/2019 | D | 29,436 | (11) | 01/31/2028 | Common Stock | 29,436 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) Holding | $72.52 | 11/08/2019 | D | 27,740 | (12) | 01/29/2029 | Common Stock | 27,740 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| 10. 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. |
| 11. 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. |
| 12. 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. |
| Remarks: |
| /s/ G. Bradley Cole, Attorney-in-fact | 11/14/2019 | |
| ** 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. | ||
| 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. | ||