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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kennedy Giulia C
2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2019
3. Issuer Name and Ticker or Trading Symbol
VERACYTE, INC. [VCYT]
(Last)
(First)
(Middle)
6000 SHORELINE COURT, SUITE 300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific & Med Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SOUTH SAN FRANCISCO, CA 94080
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 9,400 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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
Stock Option (right to buy)   (2) 02/18/2024 Common Stock 50,000 $ 14.34 D  
Stock Option (right to buy)   (3) 09/15/2024 Common Stock 13,282 $ 10.45 D  
Stock Option (right to buy)   (4) 03/01/2025 Common Stock 13,334 $ 8.86 D  
Stock Option (right to buy)   (5) 02/28/2026 Common Stock 25,002 $ 6.45 D  
Stock Option (right to buy)   (6) 03/14/2026 Common Stock 10,939 $ 5.43 D  
Stock Option (right to buy)   (7) 03/02/2027 Common Stock 56,667 $ 9.05 D  
Stock Option (right to buy)   (8) 03/01/2028 Common Stock 70,500 $ 5.98 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kennedy Giulia C
6000 SHORELINE COURT
SUITE 300
SOUTH SAN FRANCISCO, CA 94080
      Chief Scientific & Med Officer  

Signatures

/s/ Keith Kennedy as attorney-in-fact 03/04/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted stock units awarded on March 2, 2018 vests 25% on March 2, 2019 and 3/48 on each quarterly anniversary thereafter subject to continuing employment of the Reporting Person on each vesting date.
(2) The option became exercisable as to 25% of the shares on February 19, 2015, and the remaining shares vested at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
(3) The option becomes exercisable as to 25% of the shares on September 16, 2015, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
(4) The option becomes exercisable as to 25% of the shares on March 2, 2016, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
(5) The option became exercisable as to 25% of the shares on March 1, 2017, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
(6) The option becomes exercisable as to 25% of the shares on March 15, 2017, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
(7) The option becomes exercisable as to 25% of the shares on March 3, 2018, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
(8) The option became exercisable as to 25% of the shares on March 2, 2019, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
 
Remarks:
See Exhibit 24

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