FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Hoof Torsten

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/16/2019 

3. Issuer Name and Ticker or Trading Symbol

GENOMIC HEALTH INC [GHDX]

(Last)        (First)        (Middle)

301 PENOBSCOT DR.

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Int'l Commercial Officer /

(Street)

REDWOOD CITY, CA 94063       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   6667   (1) D    
Common Stock   3440   (2) D    
Common Stock   4760   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (4) 9/1/2027   Common Stock   17250   $31.78   D    
Employee Stock Option (right to buy) Holding     (5) 1/31/2028   Common Stock   7920   $33.21   D    
Employee Stock Option (right to buy) Holding     (6) 1/29/2029   Common Stock   10950   $72.52   D    

Explanation of Responses:
(1)  Unvested portion of 10,000 restricted stock units awarded September 1, 2017, which vest as to 1/3 on August 15, 2019 and 2020.
(2)  Consists of 2,294 unvested restricted stock units awarded January 31, 2018, which vest as to 1/2 on each of February 15, 2020 and 2021, and 1,146 shares that vested on February 15, 2019.
(3)  Unvested restricted stock units awarded January 29, 2019, which vest in equal installments on February 15, 2020, 2021 and 2022.
(4)  The option became exercisable as to 25% of the shares on September 1, 2018, and becomes exercisable as to 25% on each of September 1, 2019, September 1, 2020 and September 1, 2021.
(5)  The option became exercisable as to 25% of the shares on January 31, 2019, and becomes exercisable as to 25% on each of January 31, 2020, January 31, 2021 and January 31, 2022.
(6)  The option becomes exercisable as to 25% of the shares on each of January 29, 2020, January 29, 2021, January 29, 2022 and January 29, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hoof Torsten
301 PENOBSCOT DR.
REDWOOD CITY, CA 94063


Chief Int'l Commercial Officer

Signatures
/s/ Jason W. Radford, Attorney-in-fact 4/26/2019
** 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 5(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 control number.
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