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Form 4 GENOMIC HEALTH INC For: Feb 13 Filed by: Cole G Bradley

February 18, 2015 9:48 PM EST
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 *
Cole G Bradley

(Last) (First) (Middle)
301 PENOBSCOT DRIVE

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
COO
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2015
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 02/13/2015   A   9,000 (1) A $ 0 30,645 (2) D  
Common Stock 02/15/2015   A   1,840 (3) A $ 0 32,485 (4) D  
Common Stock 02/15/2015   F   2,827 D $ 31.12 29,658 (5) 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
Employee Stock Option (right to buy) Holding $ 31.12 02/13/2015   A   55,000   02/13/2016 (6) 02/13/2025 Common Stock 55,000 $ 0 55,000 D  
Explanation of Responses:
1. Restricted stock units (RSUs) awarded on February 13, 2015, which vest as to 1/3 of the shares on each of February 15, 2016, 2017, and 2018.
2. Includes an aggregate of 12,655 shares of common stock issuable pursuant to previously reported RSU awards that have not vested as of February 13, 2015.
3. Performance-based vesting restricted stock units (PVRSUs) awarded on March 25, 2014, subject to meeting certain performance goals measured in 2014, which performance criteria were determined to be satisfied on February 9, 2015, 1/2 of which vest on each of February 15, 2015 and 2016.
4. Includes an aggregate of 23,495 shares of common stock issuable pursuant to previously reported RSU awards and the PVRSU awards above prior to the February 15, 2015 vest date.
5. Includes an aggregate of 16,201 shares of common stock issuable pursuant to previously reported RSU awards and the PVRSU awards reported above that vest after February 15, 2015.
6. The option becomes exercisable as to 25% of the shares on February 13, 2016, and becomes exercisable as to 1/48th of the shares each full month thereafter.
/s/ Kimberly J. Popovits, Attorney-in-fact 02/18/2015
** 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.


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