| 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 | 52,349 | D | (1) | 955 | I | Held by the GInger L. Graham Revocable Trust | ||
| Common Stock | 11/08/2019 | D | 955 | D | (2) | 0 | I | Held by the GInger L. Graham Revocable 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 | ||||||||
| Director Stock Option (right to buy) | $34.44 | 11/08/2019 | D | 8,250 | 06/08/2013 | 06/08/2022 | Common Stock | 8,250 | (3) | 0 | D | ||||
| Director Stock Option (right to buy) | $35.87 | 11/08/2019 | D | 8,250 | 06/07/2014 | 06/07/2023 | Common Stock | 8,250 | (4) | 0 | D | ||||
| Director Stock Option (right to buy) | $36.04 | 11/08/2019 | D | 1,515 | 06/07/2014 | 06/07/2023 | Common Stock | 1,515 | (5) | 0 | D | ||||
| Director Stock Option (right to buy) | $27.75 | 11/08/2019 | D | 10,000 | 06/06/2015 | 06/06/2024 | Common Stock | 10,000 | (6) | 0 | D | ||||
| Director Stock Option (right to buy) | $26.01 | 11/08/2019 | D | 10,000 | 06/12/2016 | 06/12/2026 | Common Stock | 10,000 | (7) | 0 | D | ||||
| Director Stock Option (right to buy) | $26.18 | 11/08/2019 | D | 10,000 | 06/10/2017 | 06/10/2026 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Director Stock Option (right to buy) | $31.53 | 11/08/2019 | D | 10,000 | 06/16/2018 | 06/16/2027 | Common Stock | 10,000 | (9) | 0 | D | ||||
| Director Stock Option (right to buy) | $51.72 | 11/08/2019 | D | 10,000 | 06/07/2019 | 06/07/2028 | Common Stock | 10,000 | (10) | 0 | D | ||||
| Director Stock Option (right to buy) | $52.41 | 11/08/2019 | D | 6,583 | 06/14/2020 | 06/14/2029 | Common Stock | 6,583 | (11) | 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 $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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| 10. 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. |
| 11. 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. |
| 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. | ||