Genomic Health, Inc.
GENOMIC HEALTH INC (Form: 4, Received: 05/04/2017 17:14:06)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Popovits Kimberly J
2. Issuer Name and Ticker or Trading Symbol

GENOMIC HEALTH INC [ GHDX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

301 PENOBSCOT DR.
3. Date of Earliest Transaction (MM/DD/YYYY)

5/3/2017
(Street)

REDWOOD CITY, CA 94063
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/3/2017     M    2707   A $17.33   80943   (1) D    
Common Stock   5/3/2017     M    2293   A $17.33   83236   (1) D    
Common Stock   (2) 5/3/2017     S    2707   D $31.6107   (3) (4) 80529   (1) D    
Common Stock   (2) 5/3/2017     S    2293   D $31.9575   (4) (5) 78236   (1) D    
Common Stock                  12298   I   Held by Morgan Stanley as Custodian for Benefit of Kimberly Popovits  
Common Stock                  16825   I   Held in trust for the benefit of Ms. Popovits' son, of which Ms. Popovits is trustee.  
Common Stock                  199487   I   Held by the Popovits 2010 Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $17.33   5/3/2017     M         2707      (6) 12/4/2018   Common Stock   0   $0.00   55193   D    
Employee Stock Option (right to buy)   $17.33   5/3/2017     M         2293      (6) 12/4/2018   Common Stock   0   $0.00   52900   D    

Explanation of Responses:
(1)  Includes an aggregate of 45,294 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
(2)  These sales of common stock were effected pursuant to Rule 10b5-1 sales plan adopted by the reporting person on June 6, 2016.
(3)  Represents weighted average sale price. Actual sale prices ranged from $30.77 to $31.76.
(4)  Reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated.
(5)  Represents weighted average sale price. Actual sale prices ranged from $31.84 to $32.13.
(6)  The option became exercisable as to 25% of the shares on December 4, 2009, and became exercisable as to 1/48th of the shares each full month thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Popovits Kimberly J
301 PENOBSCOT DR.
REDWOOD CITY, CA 94063
X
President and CEO

Signatures
/s/ Jason W. Radford, Attorney-in-fact 5/4/2017
** 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).
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