Unassociated Document

 
UNITED STATES
OMB APPROVAL
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 144
OMB Number:  3235-0101
Expires: March 31, 2011
Estimated average burden
hours per response . . .  2.00
     
 
NOTICE OF PROPOSED SALE OF SECURITIES
SEC USE  ONLY
 
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
DOCUMENT SEQUENCE NO.
 
 
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale  directly with a market maker.
CUSIP NUMBER
 
 
1 (a) NAME OF ISSUER (Please type or print)
 
Genomic Health, Inc. (“Issuer”)
 
 
(b) IRS IDENT. NO.
 
77-0552594
(c) S.E.C. FILE  NO.
 
000-51541
WORK LOCATION
 
 
 
1 (d) ADDRESS OF ISSUER                                          STREET                                        CITY                                        STATE                           ZIP CODE
(e) TELEPHONE NO.
301 Penobscot Drive                                                                                                      Redwood City                                      CA                               94063
AREA CODE
NUMBER
(650)
556-9300
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
 
TPG Ventures, L.P. (“Seller”)
  
(b) RELATIONSHIP TO
       ISSUER
 
Stockholder
(c) ADDRESS             STREET                       CITY             STATE                      ZIP CODE
 
301 Commerce Street, Suite 3300                Fort Worth                 TX                     76102
 
 
INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities
To Be Sold
 
 
Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
who is Acquiring the Securities
 
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
 
(See instr. 3(c))
Aggregate
Market
Value
 
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
 
(See instr. 3(e))
Approximate
Date of Sale
 
(See instr. 3(f))
(MO.    DAY    YR.)
Name of Each
Securities
Exchange
 
(See instr. 3(g))
Common Stock, $0.0001 par value
Merrill Lynch Pierce Fenner Smith Inc.
125 High Street, 19th Floor
Boston, MA 02110
 
  
150,000 (1)
$3,838,500
(3/4/2011)
28,857,463
(10/29/2010)
March 7, 2011
NASDAQ
INSTRUCTIONS:
1.  (a)  Name of issuer
     (b)  Issuer's I.R.S. Identification Number
     (c)  Issuer's S.E.C. file number, if any
     (d)  Issuer's address, including zip code
     (e)  Issuer's telephone number, including area code
 
2.  (a)  Name of person for whose account the securities are to be sold
     (b)  Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or
           member of immediate family of any of the foregoing)
     (c)  Such person's address, including zip code
 
3.  (a)  Title of the class of securities to be sold
     (b)  Name and address of each broker through whom the securities are intended to be sold
     (c)  Number of shares or other units to be sold (if debt securities, give the aggregate face
            amount)
     (d)  Aggregate market value of the securities to be sold as of a specified date within 10 days
            prior to the filing of this notice
     (e)  Number of shares or other units of the class outstanding, or if debt securities the face
            amount thereof outstanding, as shown by the most recent report or statement published
            by the issuer
     (f)   Approximate date on which the securities are to be sold
     (g)  Name of each securities exchange, if any, on which the securities are intended to
            be sold
 
  

 
Potential persons who are to 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.
 
  

 
 
 


TABLE I – SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of
the Class
Date you
Acquired
 
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
Securities Acquired
Date of
Payment
Nature of Payment
Common Stock
October 4, 2005
 
 
 
 
 
 
The shares reported herein were acquired upon (i) the conversion of shares of Issuer’s Series D and E preferred stock previously acquired for cash and (ii) the  distribution on a pro rata basis to the Issuer’s stockholders of Issuer’s Common Stock in satisfaction of a conditional dividend at the closing of Issuer’s initial public offering.
Issuer
573,081
October 4, 2005
 
 
Conversion of preferred stock and satisfaction of a conditional dividend.
INSTRUCTIONS:  .
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given.  If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
      
 
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

 
Name and Address of Seller
 
Title of Securities Sold
 
Date of Sale
Amount of
Securities Sold
 
Gross Proceeds
N/A
N/A
N/A
N/A
N/A
REMARKS:
 (1) Sales by Seller should be aggregated with the sales of TPG Biotechnology Partners, L.P. (together with Seller, the “TPG Funds”), which is under common control. The TPG Funds are filing separate Forms 144 for aggregate sales of up to 500,000 shares of the Issuer’s Common Stock.

INSTRUCTIONS:
  
ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144.  Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition.  In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
  
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
     
                                                                            March  7, 2011                                                                       
  DATE OF NOTICE
                                                  /s/ Ronald Cami                                                                             
(SIGNATURE)
     
 ______________________________________________________________________
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
    

 
The notice shall be signed by the person for whose account the securities are to be sold.  At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001).