GHDX / Genomic Health, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

GHDX / Genomic Health, Inc. 15-12G - - 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-51541 Genomic Health, Inc. (Exact name of registrant as specified in its

GHDX / Genomic Health, Inc. / Exact Sciences Corp - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GENOMIC HEALTH, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Exact Sciences Corporation 441 Charmany Drive Madison, WI 53719 Attn: D. Scott Coward, Senior Vice President, General Counsel, Chief

GHDX / Genomic Health, Inc. / ICS OPPORTUNITIES, LTD. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GENOMIC HEALTH, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 37244C101 (CUSIP Number) NOVEMBER 7, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to whic

Amended and Restated Certificate of Incorporation of Genomic Health, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENOMIC HEALTH, INC. Article I The name of the corporation is Genomic Health, Inc. (the “Corporation”). Article II The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporatio

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

united states SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 8, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51541 (Commission File Number)

By-Laws of Genomic Health, Inc., as amended

Exhibit 3.2 BY-LAWS OF Genomic Health, Inc. A Delaware Corporation Effective November 8, 2019 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 2 Section 2.4 Notice 2 Section 2.5 Adjournments 3 Section 2.6 Quorum 3 Sec

GHDX / Genomic Health, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

GHDX / Genomic Health, Inc. S-8 POS - - S-8 POS

S-8 POS 1 a19-223326s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 8, 2019 Registration No. 333-128805 Registration No. 333-163006 Registration No. 333-177819 Registration No. 333-207903 Registration No. 333-213079 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-128

GHDX / Genomic Health, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

GHDX / Genomic Health, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

GHDX / Genomic Health, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

GHDX / Genomic Health, Inc. POS AM - - POS AM

As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

GHDX / Genomic Health, Inc. POS AM - - POS AM

POS AM 1 a19-223321posam.htm POS AM As filed with the Securities and Exchange Commission on November 8, 2019 Registration No. 333-213074 Registration No. 333-213076 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT (REG. NO. 333-213074) FORM S-3 REGISTRATION STATEMENT (REG. NO. 333-213076) UNDER THE SECURITIES

Genomic Health Stockholders Approve Proposed Acquisition by Exact Sciences

Exhibit 99.1 Contacts: Investors & Media (U.S.) Emily Faucette Genomic Health +1 650-569-2824 [email protected] [email protected] Genomic Health Stockholders Approve Proposed Acquisition by Exact Sciences REDWOOD CITY, Calif., November 7, 2019 - Genomic Health, Inc. (NASDAQ: GHDX) announced that its stockholders voted to approve the company’s proposed combination with Exact Science

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

united states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51541 (Commission File Number)

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

425 1 a19-214261425.htm 425 Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc. SEC File No.: 000-51541 Date: October 29, 2019 Investor Contact: Megan Jones Exact Sciences Corp. [email protected]

Third Amendment to Lease dated January 4, 2007 between the Company and Metropolitan Life Insurance Company.

Exhibit 10.13 THIRD AMENDMENT TO LEASE This Third Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 4, 2019 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”): A. Landlord and Ten

Third Amendment to Lease dated August 30, 2013 between the Company and Metropolitan Life Insurance Company.

Exhibit 10.14 THIRD AMENDMENT TO LEASE This Third Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 4, 2019 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”): A. Landlord and Ten

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5154

Second Amendment to Lease dated October 1, 2009 between the Company and Metropolitan Life Insurance Company.

Exhibit 10.15 SECOND AMENDMENT TO LEASE This Second Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 4, 2019 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”): A. Landlord and T

Fourth Amendment to Lease dated September 23, 2005 between the Company and Metropolitan Life Insurance Company.

Exhibit 10.12 FOURTH AMENDMENT TO LEASE This Fourth Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 4, 2019 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”): A. Landlord and T

Lease Agreement dated October 4, 2019 between the Company and Metropolitan Life Insurance Company.

Exhibit 10.11 LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND GENOMIC HEALTH, INC. (TENANT) SEAPORT CENTRE Redwood City, California TABLE OF CONTENTS PAGE ARTICLE ONE - BASIC LEASE PROVISIONS 1 1.01 BASIC LEASE PROVISIONS 1 1.02 ENUMERATION OF EXHIBITS & RIDER(S) 2 1.03 DEFINITIONS 3 ARTICLE TWO - PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING 7 2.01 LEASE OF

First Amendment to Lease dated November 11, 2015 between the Company and Metropolitan Life Insurance Company.

EX-10.16 7 ex-10d16.htm EX-10.16 Exhibit 10.16 FIRST AMENDMENT TO LEASE This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 4, 2019 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

united states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 28, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51541 (Commission File Number)

Other Events

united states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 28, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51541 (Commission File Number)

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: October 28, 2019 The following email was sent to the employees of Genomic Health, Inc. by G. Bradley Cole, Chief Financial Officer of Gen

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

GHDX / Genomic Health, Inc. DEFM14A - - DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

united states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commission File Number

Other Events

united states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commission File Number

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: August 15, 2019 GENOMIC HEALTH, INC. Supplemental Employee Q&A (Vice President Level & Above) As you are aware, on July 28, 2019, Exact S

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

GHDX / Genomic Health, Inc. / Exact Sciences Corp - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GENOMIC HEALTH, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Exact Sciences Corporation 441 Charmany Drive Madison, WI 53719 Attn: D. Scott Coward, Senior Vice President, General Counsel, Chief

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51541 GEN

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: August 2, 2019 GENOMIC HEALTH, INC. Employee Q&A As you are aware, on July 28, 2019, Exact Sciences and Genomic Health entered into a def

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 31, 2019 [Email from Kim Popovits] Hi All, It was great connecting with you at our All Employee Meeting yesterday to share our excit

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

425 1 a19-1526513425.htm 425 Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc. SEC File No.: 000-51541 Date: July 31, 2019 The following letter was sent to Genomic Health, Inc. employees: Genomic Health Te

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 31, 2019 Genomic Health 20,846 followers 15h Exciting times here at Genomic Health! We are excited to partner with Exact Sciences. F

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 31, 2019 [International] Dear Valued Genomic Health Partner, I am reaching out to share the exciting news that we have signed an agr

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 30, 2019 All-Employee Meeting July 30, 2019 Q2 2019 Financial Results Brad Cole 2 Creating a high-growth leader to detect cancer ear

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 42) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

425 1 a19-1526512425.htm 425 Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc. SEC File No.: 000-51541 Date: July 30, 2019 All-Employee Meeting July 30, 2019 Q2 2019 Financial Results Brad Cole 2 Creating

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or Other Jurisdiction of Incorporation) (Commission File

VOTING AGREEMENT

Exhibit 99.3 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individual

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individual

Agreement and Plan of Merger, dated as of July 28, 2019, by and among Exact Sciences Corporation, Spring Acquisition Corp. and Genomic Health, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Genomic Health, Inc. on July 30, 2019)*

EX-2.1 2 a19-162653ex2d1.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among EXACT SCIENCES CORPORATION SPRING ACQUISITION CORP. and GENOMIC HEALTH, INC. Dated as of July 28, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Board of Directors;

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent and the Stockholder are referred to individually as a “Party” and collective

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or Other Jurisdiction of Incorporation) (Commission File

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individual

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent and the Stockholder are referred to individually as a “Party” and collective

VOTING AGREEMENT

Exhibit 99.3 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individual

Agreement and Plan of Merger, dated as of July 28, 2019, by and among Exact Sciences Corporation, Spring Acquisition Corp. and Genomic Health, Inc.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among EXACT SCIENCES CORPORATION SPRING ACQUISITION CORP. and GENOMIC HEALTH, INC. Dated as of July 28, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Board of Directors; Officers 2 ARTICLE II EFFECT OF THE

VOTING AGREEMENT

Exhibit 99.3 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individual

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent and the Stockholder are referred to individually as a “Party” and collective

Agreement and Plan of Merger, dated as of July 28, 2019, by and among Exact Sciences Corporation, Spring Acquisition Corp. and Genomic Health, Inc.*

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER By and Among EXACT SCIENCES CORPORATION SPRING ACQUISITION CORP. and GENOMIC HEALTH, INC. Dated as of July 28, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Board of Directors; Officers 2 Article

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individual

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2019 EXACT SCIENCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35092 02-0478229 (State or other jurisdiction (Commission File Number) (IR

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 30, 2019 Corrected Transcript 29-J ul -20 19 EXACT Sciences Corp. (EX A S ) Genomic Health and EXACT Sciences Corp. Merger Call - Q2

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

425 1 a19-152656425.htm 425 Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc. SEC File No.: 000-51541 Date: July 29, 2019 Corrected Transcript 29-J ul -20 19 EXACT Sciences Corp. (EX A S ) Genomic Health a

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

425 1 a19-152659425.htm 425 Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc. SEC File No.: 000-51541 Date: July 29, 2019 The following FAQ was sent to Exact Sciences Corporation employees: EXAS Team FAQ 1

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 425

Filed by Exact Sciences Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Exact Sciences Corporation Subject Company: Genomic Health, Inc.

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

425 1 a19-1626511425.htm 425 Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 29, 2019 Exact Scrences•Cenom•c Health COMBINING TO CREATE A LEADING GLOBAL CANCER DIAGNOSTICS COMPANY

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 29, 2019 Dear Valued Genomic Health Partner, I am reaching out to share the exciting news that we have signed an agreement to combin

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 29, 2019 Dear INSERT, I am pleased to share some exciting news about Genomic Health. We announced an agreement to combine with Exact

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 29, 2019 Frequently Asked Questions 1. What was announced? · Exact Sciences and Genomic Health have entered into a definitive agreem

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

425 1 a19-162658425.htm 425 Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 29, 2019 Combining to Create a Leading Global Cancer Diagnostics Company CREATING HIGH-GROWTH LEADER TO

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 29, 2019 Dear All, For nearly 20 years, Genomic Health has been committed to our vision to revolutionize the way cancer is diagnosed

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 425

Filed by Genomic Health, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Genomic Health, Inc. Subject Company: Genomic Health, Inc, SEC File No.: 000-51541 Date: July 29, 2019 CREATING A LEADING GLOBAL CANCER DIAGNOSTICS COMPANY July 29, 2019 Exact Sciences + Genomic Health 2 2 Safe Harbor Statemen

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2019 EXACT SCIENCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35092 02-0478229 (State or Other Jurisdiction of Incorporation) (Commission Fi

Second-quarter revenue increased 94 percent to $200 million and Cologuard test volume increased 93 percent to 415,000

Exhibit 99 Investor Contact: Megan Jones Exact Sciences Corp. [email protected] 608-535-8815 For Immediate Release Second-quarter revenue increased 94 percent to $200 million and Cologuard test volume increased 93 percent to 415,000 · Estimated Cologuard® market share increased to 5.7 percent during the second quarter · More than 13,000 health care providers ordered their initial Cologu

EXACT SCIENCES AND GENOMIC HEALTH TO COMBINE, CREATING LEADING GLOBAL CANCER DIAGNOSTICS COMPANY Joins two of the strongest brands in cancer diagnostics, Cologuard® and Oncotype DX®, providing a strong platform for continued growth Forms best-in-clas

Exhibit 99.1 EXACT SCIENCES AND GENOMIC HEALTH TO COMBINE, CREATING LEADING GLOBAL CANCER DIAGNOSTICS COMPANY Joins two of the strongest brands in cancer diagnostics, Cologuard® and Oncotype DX®, providing a strong platform for continued growth Forms best-in-class commercial, research, development and clinical organization, with enhanced scale and scope in cancer diagnostics Global infrastructure

EXAS / EXACT Sciences Corp. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2019 EXACT SCIENCES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35092 (Commission File Numb

EXACT SCIENCES AND GENOMIC HEALTH TO COMBINE, CREATING LEADING GLOBAL CANCER DIAGNOSTICS COMPANY Joins two of the strongest brands in cancer diagnostics, Cologuard® and Oncotype DX®, providing a strong platform for continued growth Forms best-in-clas

Exhibit 99.1 EXACT SCIENCES AND GENOMIC HEALTH TO COMBINE, CREATING LEADING GLOBAL CANCER DIAGNOSTICS COMPANY Joins two of the strongest brands in cancer diagnostics, Cologuard® and Oncotype DX®, providing a strong platform for continued growth Forms best-in-class commercial, research, development and clinical organization, with enhanced scale and scope in cancer diagnostics Global infrastructure

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commission File Number) 77

GHDX / Genomic Health, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commission File Number) 77

EXACT SCIENCES AND GENOMIC HEALTH TO COMBINE, CREATING LEADING GLOBAL CANCER DIAGNOSTICS COMPANY Joins two of the strongest brands in cancer diagnostics, Cologuard® and Oncotype DX®, providing a strong platform for continued growth Forms best-in-clas

Exhibit 99.1 EXACT SCIENCES AND GENOMIC HEALTH TO COMBINE, CREATING LEADING GLOBAL CANCER DIAGNOSTICS COMPANY Joins two of the strongest brands in cancer diagnostics, Cologuard® and Oncotype DX®, providing a strong platform for continued growth Forms best-in-class commercial, research, development and clinical organization, with enhanced scale and scope in cancer diagnostics Global infrastructure

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commission File Number) 77

Genomic Health Reports 19% Revenue Growth and Record Profit in Second Quarter 2019, Raises Full-Year Guidance Delivered $114.1M in Revenue and Growth of 19.4% in the Second Quarter Reported $16.0M in Profit and EPS of $0.42 Per Share on a Diluted Bas

Exhibit 99.1 Contact: Investors & Media Emily Faucette Genomic Health 650-569-2824 [email protected] [email protected] Genomic Health Reports 19% Revenue Growth and Record Profit in Second Quarter 2019, Raises Full-Year Guidance Delivered $114.1M in Revenue and Growth of 19.4% in the Second Quarter Reported $16.0M in Profit and EPS of $0.42 Per Share on a Diluted Basis Raises Full-

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incor

GHDX / Genomic Health, Inc. DEFA14A DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51541 GENO

Sublease between the Company and Acelrx Pharmaceuticals, Inc., dated as of January 3, 2019.

EX-10.13 2 ghdx-20190331ex1013f9546.htm EX-10.13 Exhibit 10.13 SUBLEASE THIS SUBLEASE (this “Sublease”), dated for reference purposes only as of November 30, 2018 (the “Execution Date”), is made by and between ACELRX PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Subtenant”). RECITALS WHEREAS, Sublandlord and Metropolitan Life Insu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incorpo

Genomic Health Reports First Quarter 2019 Financial Results and Recent Business Progress Delivered $108.8M in Revenue and Growth of 17.4 Percent Achieved Significant Revenue Growth for All Key Product Areas Reported $13.0M in Profit and EPS of $0.34

Exhibit 99.1 Contact: Investors & Media: Emily Faucette Genomic Health 650-569-2824 [email protected] [email protected] Genomic Health Reports First Quarter 2019 Financial Results and Recent Business Progress Delivered $108.8M in Revenue and Growth of 17.4 Percent Achieved Significant Revenue Growth for All Key Product Areas Reported $13.0M in Profit and EPS of $0.34 Per Share on a

GHDX / Genomic Health, Inc. CORRESP - -

Genomic Health, Inc. 301 Penobscot Drive Redwood City, California 94063 April 26, 2019 Mr. Brian McAllister Office of Beverages, Apparel and Mining United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Genomic Health, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Form 8-K filed on November 6, 2018 File No. 000-51

Amended and Restated Genomic Health, Inc. 2005 Stock Incentive Plan (incorporated by reference filed together with the Company’s definitive proxy statement on Schedule 14A, filed on April 25, 2019).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Defin

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 41) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 40) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 39) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP

Exhibit 99.2 Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P. and 667, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Da

the audited consolidated financial statements of Genomic Health as of and for the year ended December 31, 2018 and the related notes, included in Genomic Health's Annual Report on Form 10-K for the fiscal year ended December 31, 2018; and

10-K 1 ghdx-20181231x10k.htm 10-K Table of Contents taxane UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10‑K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per

List of Subsidiaries.

EX-21.1 2 ghdx-20181231ex21174163d.htm EX-21.1 Exhibit 21.1 GENOMIC HEALTH, INC. SUBSIDIARIES (as of December 31, 2018) Genomic Health International Holdings, LLC—100% owned by Genomic Heath, Inc. Oncotype Laboratories, Inc. (inactive)—100% owned by Genomic Health, Inc. Genomic Health International Sarl—100% owned by Genomic Health International Holdings, LLC Genomic Health UK, Ltd—100% owned by G

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 38) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

PROCEEDS AGREEMENT

EX-99.1 2 tv515111ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PROCEEDS AGREEMENT AGREEMENT dated as of February 25, 2019 by and between Baker Bros. Advisors LP (the “Management Company”) and Julian Baker (the “Agent”). WHEREAS, the Agent, in his capacity as a director of Genomic Health, Inc. (the “Company”), received non-transferable options (the “Options”) to purchase 8,250 shares of the Company common

GHDX / Genomic Health, Inc. CORRESP - -

Genomic Health, Inc. 301 Penobscot Drive Redwood City, California 94063 February 26, 2019 Mr. Brian McAllister Office of Beverages, Apparel and Mining United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Genomic Health, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Form 8-K filed on November 6, 2018 File No. 000

Genomic Health Reports Record 2018 Fourth Quarter and Year-end Financial Results and Provides 2019 Financial Guidance Delivered $394.1M in Full-year Revenue and Growth of 18 Percent for the Full Year Reported Full-year Profit of $25.7M on a GAAP Basi

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 415-370-5804 [email protected] Genomic Health Reports Record 2018 Fourth Quarter and Year-end Financial Results and Provides 2019 Financial Guidance Delivered $394.1M in Full-year Revenue and Growth of 18 Percent for the Full Year Reported Full-year

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2019 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of i

GHDX / Genomic Health, Inc. / Camber Capital Management LLC - PRIMARY DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Genomic Health Inc. (Name of Issuer) Common Shares $0.0001 par value (Title of Class of Securities) 37244C101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated February 14, 2019 is by and between Camber Capital Management LP, a Delaware limited partnership, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers").

GHDX / Genomic Health, Inc. / VANGUARD GROUP INC Passive Investment

genomichealthinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Genomic Health Inc Title of Class of Securities: Common Stock CUSIP Number: 37244C101 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box

GHDX / Genomic Health, Inc. CORRESP - -

Genomic Health, Inc. 301 Penobscot Drive Redwood City, California 94063 February 8, 2019 Mr. Brian McAllister Office of Beverages, Apparel and Mining United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Genomic Health, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Form 8-K filed on November 6, 2018 File No. 000-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2019 (January 29, 2019) GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2019 (January 29, 2019) GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission

Amended and Restated Bylaws of the Company, as amended January29, 2019 (incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8‑K filed on February 1, 2019).

EX-3.1 2 a19-39091ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED B Y L A W S OF GENOMIC HEALTH, INC. (a Delaware corporation) (as amended on January 29, 2019) TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings 4 2.4 Notice of Meetings 4 2.5 List of Stockholder

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 37) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 36) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 35) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 34) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 1001

GHDX / Genomic Health, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51541

Genomic Health Announces Record Revenue and Profit in Third Quarter 2018 Financial Results; Raises Full Year Guidance Reported $101M in Revenue and Delivered 23 Percent Growth on a Pre-606 Adjusted Revenue Basis Delivered $12M Profit on a GAAP Basis;

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 415-370-5804 [email protected] Genomic Health Announces Record Revenue and Profit in Third Quarter 2018 Financial Results; Raises Full Year Guidance Reported $101M in Revenue and Delivered 23 Percent Growth on a Pre-606 Adjusted Revenue Basis Deliver

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2018 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of in

GHDX / Genomic Health, Inc. 10-Q (Quarterly Report)

10-Q 1 ghdx-20180630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

Genomic Health Announces Second Quarter 2018 Financial Results and Reports Recent Business Progress Reported Record Revenue of $95.6M and Delivered 14 Percent Growth on a Pre-606 Adjusted Revenue Basis Delivered $8.3M Profit on a GAAP Basis and $9.4M

Exhibit 99.1 Investor and Media Contact: Emily Faucette Genomic Health 650-569-2824 [email protected] Genomic Health Announces Second Quarter 2018 Financial Results and Reports Recent Business Progress Reported Record Revenue of $95.6M and Delivered 14 Percent Growth on a Pre-606 Adjusted Revenue Basis Delivered $8.3M Profit on a GAAP Basis and $9.4M Profit on a Non-GAAP Basis 12th Conse

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2018 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of inco

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2018 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incorp

GHDX / Genomic Health, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51541 GENO

Genomic Health Announces First Quarter 2018 Financial Results and Reports Recent Business Progress Reported Record Revenue of $92.6M and Delivered 13 Percent Revenue Growth on a Pre-606 Adjusted Basis Reported Net Loss of $3.8M Including First Quarte

Exhibit 99.1 Contacts: Investors : Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 415-370-5804 [email protected] Genomic Health Announces First Quarter 2018 Financial Results and Reports Recent Business Progress Reported Record Revenue of $92.6M and Delivered 13 Percent Revenue Growth on a Pre-606 Adjusted Basis Reported Net Loss

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incorpo

Amended and Restated Genomic Health, Inc. 2005 Stock Incentive Plan (incorporated by reference filed together with the Company’s definitive proxy statement on Schedule 14A, filed April 27, 2018.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Defin

GHDX / Genomic Health, Inc. 10-K (Annual Report)

Table of Contents taxane UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Statement Regarding Computation of Ratios.

EXHIBIT 12.1 GENOMIC HEALTH, INC. STATEMENT REGARDING COMPUTATION OF RATIOS (in thousands) Year ended December 31 2013 2014 2015 2016 2017 Earnings (deficiency): Net income (loss) before income taxes $ (12,411) $ (24,199) $ (34,304) $ (12,538) $ (2,353) Add: Fixed charges 335 403 453 626 689 Earnings (deficiency) $ 12,076 $ (23,796) $ 33,851 $ 11,913 $ 1,664 Fixed Charges: Interest expense $ — $ —

Genomic Health, Inc. Severance Plan for Executive Management, as amended.

Exhibit 10.5 Approved by the Genomic Health Board of Directors on November 6, 2017 GENOMIC HEALTH, INC. SEVERANCE PLAN FOR EXECUTIVE MANAGEMENT The Board of Directors of Genomic Health, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to secure the continued services, dedication, and objectivity of certain officers an

List of Subsidiaries.

Exhibit 21.1 GENOMIC HEALTH, INC. SUBSIDIARIES (as of December 31, 2017) Genomic Health International Holdings, LLC—100% owned by Genomic Heath, Inc. Oncotype Laboratories, Inc. (inactive)—100% owned by Genomic Health, Inc. Genomic Health International Sarl—100% owned by Genomic Health International Holdings, LLC Genomic Health UK, Ltd—100% owned by Genomic Health International Holdings, LLC Genom

Genomic Health, Inc. Severance Plan for Executive Management, International Version.

EX-10.5.1 3 ghdx-20171231ex1051b0d0b.htm EX-10.5.1 Exhibit 10.5.1 Approved by the Genomic Health Board of Directors on November 6, 2017 GENOMIC HEALTH, INC. SEVERANCE PLAN FOR EXECUTIVE MANAGEMENT INTERNATIONAL VERSION The Board of Directors of Genomic Health, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to secure

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., 14159, L.P., and Baker Bros. Advisors LP

Exhibit 99.2 Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., 14159, L.P., and Baker Bros. Advisors LP For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P., 667, L.P., and 14159, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interes

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - AMENDMENT NO. 33 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

PROCEEDS AGREEMENT

Exhibit 99.1 PROCEEDS AGREEMENT AGREEMENT dated as of March 8, 2018 by and between Baker Bros. Advisors LP (the “Management Company”) and Julian Baker (the “Agent”). WHEREAS, the Agent, in his capacity as a director of Genomic Health, Inc. (the “Company”), received non-transferable options (the “Options”) to purchase 8,250 shares of the Company common stock (the “Stock”) according to the below Sch

Genomic Health Announces 2017 Fourth Quarter and Year-end Financial Results, Provides 2018 Financial Outlook Achieved $1.9M Profit in the Fourth Quarter; Reported Net Loss of $3.9M for the Full Year Delivered $0.4M Full-year Profit on a Non-GAAP Basi

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 415-370-5804 [email protected] Genomic Health Announces 2017 Fourth Quarter and Year-end Financial Results, Provides 2018 Financial Outlook Achieved $1.9M Profit in the Fourth Quarter; Reported Net Loss of $3.9M for the Full Year Delivered $0.4M Full

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of inc

Genomic Health Announces 2017 Fourth Quarter and Year-end Financial Results, Provides 2018 Financial Outlook Achieved $1.9M Profit in the Fourth Quarter; Reported Net Loss of $3.9M for the Full Year Delivered $0.4M Full-year Profit on a Non-GAAP Basi

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 415-370-5804 [email protected] Genomic Health Announces 2017 Fourth Quarter and Year-end Financial Results, Provides 2018 Financial Outlook Achieved $1.9M Profit in the Fourth Quarter; Reported Net Loss of $3.9M for the Full Year Delivered $0.4M Full

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incor

Amended and Restated Bylaws of the Company, as amended December 5, 2017 (incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8‑K filed on December 6, 2017).

Exhibit 3.1 AMENDED AND RESTATED B Y L A W S OF GENOMIC HEALTH, INC. (a Delaware corporation) (as amended December 5, 2017) TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings 4 2.4 Notice of Meetings 4 2.5 List of Stockholders 5 2.6 Organization and Conduct of Bu

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2017 (December 5, 2017) GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission

Genomic Health, Inc. Deferred Compensation Plan (incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017).

Exhibit 10.1 GENOMIC HEALTH, INC. DEFERRED COMPENSATION PLAN Genomic Health, Inc., a Delaware corporation (the “Company”), hereby establishes the Genomic Health, Inc. Deferred Compensation Plan (the “Plan”), effective January 1, 2018 (the “Effective Date”), for the purpose of attracting and retaining high quality executives and Directors, and promoting in them increased efficiency and an interest

GHDX / Genomic Health, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51541

Genomic Health Announces Third Quarter 2017 Financial Results and Reports Recent Business Progress Delivered 2 Percent Increase in Revenue; 5 Percent Increase in Test Volume Reported Net Loss of $2.2M; Delivered $1.1M Profit on a Non-GAAP Basis Annou

ghdxEx99-1 Exhibit 99.1 Investor and Media Contact: Emily Faucette Genomic Health 650-569-2824 [email protected] Genomic Health Announces Third Quarter 2017 Financial Results and Reports Recent Business Progress Delivered 2 Percent Increase in Revenue; 5 Percent Increase in Test Volume Reported Net Loss of $2.2M; Delivered $1.1M Profit on a Non-GAAP Basis Announced Collaboration with Bio

Financial Statements and Exhibits, Results of Operations and Financial Condition

ghdxCurrentfolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2017 (September 26, 2017) GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commiss

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2017 (September 12, 2017) GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commiss

Genomic Health and Biocartis Announce Agreement to Develop an Idylla™ IVD Oncotype DX® Breast Cancer Test to Broaden Global Patient Access Strategic Collaboration Aimed at Exclusive Test Development and Commercialization of Proprietary Genomic Health

Exhibit 99.1 PRESS RELEASE Genomic Health and Biocartis Announce Agreement to Develop an Idylla? IVD Oncotype DX? Breast Cancer Test to Broaden Global Patient Access Strategic Collaboration Aimed at Exclusive Test Development and Commercialization of Proprietary Genomic Health Tests on the Idylla? Platform REDWOOD CITY, Calif., and MECHELEN, Belgium, September 13, 2017 ? Genomic Health, Inc. (NASD

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2017 (June 15, 2017) GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commis

Genomic Health, Inc. Employee Stock Purchase Plan, as amended.

Exhibit 10.3 GENOMIC HEALTH, INC. EMPLOYEE STOCK PURCHASE PLAN (As amended on January 31, 2017) Table of Contents Page SECTION 1 Purpose Of The Plan. 1 SECTION 2 Definitions. 1 (a) “Board” 1 (b) “Code” 1 (c) “Committee” 1 (d) “Company” 1 (e) “Compensation” 1 (f) “Corporate Reorganization” 1 (g) “Eligible Employee” 1 (h) “Exchange Act” 2 (i) “Fair Market Value” 2 (j) “Offering” 2 (k) “Offering Date

GHDX / Genomic Health, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51541 GENOM

Amended and Restated Genomic Health, Inc. 2005 Stock Incentive Plan (incorporated by reference to exhibit 10.2 filed with the Company’s Quarterly Report on Form 10‑Q for the quarterly period ended June 30, 2017).

Exhibit 10.2 GENOMIC HEALTH, INC. AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN (As amended on January 31, 2017) Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “Change in Control” 1 (e) “Code” 2 (f) “Committee” 2 (g) “Company” 2 (h) “Consultant” 3 (i) “Employee” 3 (j) “Exchange Act” 3 (k) “Exe

Genomic Health Announces Second Quarter 2017 Financial Results and Reports Recent Business Progress Delivered 9 Percent Increase in Test Volume; 4 Percent Increase in Revenue Continued to Generate Strong Test Demand with 5 Percent Increase in U.S. In

ghdxEx99-1 Exhibit 99.1 Investor and Media Contact: Emily Faucette Genomic Health 650-569-2824 [email protected] Genomic Health Announces Second Quarter 2017 Financial Results and Reports Recent Business Progress Delivered 9 Percent Increase in Test Volume; 4 Percent Increase in Revenue Continued to Generate Strong Test Demand with 5 Percent Increase in U.S. Invasive Breast Cancer, 38 Pe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2017 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of inco

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2017 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commission File Number) 77

GHDX / Genomic Health, Inc. / Baker Brothers Advisors LP - AMENDMENT NO. 32 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 32) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 667 Madison Avenue, 21st Floor New York, NY 10065

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., 14159, L.P., and Baker Bros. Advisors LP

EX-99.2 3 v468171ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., 14159, L.P., and Baker Bros. Advisors LP For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P., 667, L.P., and 14159, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the

PROCEEDS AGREEMENT

Exhibit 99.1 PROCEEDS AGREEMENT AGREEMENT dated as of May 31, 2017 by and between Baker Bros. Advisors LP (the “Management Company”) and Julian Baker (the “Agent”). WHEREAS, the Agent, in his capacity as a director of Genomic Health, Inc. (the “Company”), received non-transferable options (the “Options”) to purchase 8,250 shares of the Company common stock (the “Stock”) according to the below Sche

Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference to exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on May 19, 2017).

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the ?Agreement?), is dated as of , 20 between Genomic Health, Inc., a Delaware corporation (the ?Corporation?), and (?Indemnitee?). W I T N E S S E T H: WHEREAS, Indemnitee is either a member of the board of directors of the Corporation (the ?Board of Directors?) or an officer of the Corporation, or both, and in such capacity o

Genomic Health 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2017 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incorp

Genomic Health 10-Q (Quarterly Report)

ghdxCurrent folio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Genomic Health Announces First Quarter 2017 Financial Results and Reports Recent Business Progress Delivered 7 Percent Increase in Test Volume; 4 Percent Increase in Revenue Generated 17 Percent Test Growth and 29 Percent Revenue Growth Across Intern

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Announces First Quarter 2017 Financial Results and Reports Recent Business Progress Delivered 7 Percent Increase in Test Volume; 4 Percent Increase in Revenue Generated 17 Percent Test Growth and 29 Perce

Genomic Health 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2017 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incorpo

Genomic Health DEF 14A

ghdxCurrentFolioDEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Genomic Health 10-K (Annual Report)

ghdxCurrent folio10K Table of Contents taxane UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GENOMIC HEALTH, INC. (as of December 31, 2016)

Exhibit 21.1 GENOMIC HEALTH, INC. SUBSIDIARIES (as of December 31, 2016) Genomic Health International Holdings, LLC—100% owned by Genomic Heath, Inc. Oncotype Laboratories, Inc. (inactive)—100% owned by Genomic Health, Inc. Genomic Health International Sarl—100% owned by Genomic Health International Holdings, LLC Genomic Health UK, Ltd—100% owned by Genomic Health International Holdings, LLC Genom

GENOMIC HEALTH, INC. STATEMENT REGARDING COMPUTATION OF RATIOS (in thousands)

EXHIBIT 12.1 GENOMIC HEALTH, INC. STATEMENT REGARDING COMPUTATION OF RATIOS (in thousands) Year ended December 31 2012 2013 2014 2015 2016 Earnings (deficiency): Net income (loss) before income taxes $ 8,671 $ (12,411) $ (24,199) $ (34,304) $ (12,538) Add: Fixed charges 408 335 403 453 626 Earnings (deficiency) $ 9,079 $ (12,076) $ (23,796) $ (33,851) $ (11,912) Fixed Charges: Interest expense $ —

Genomic Health 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2017 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of i

Genomic Health Announces 2016 Fourth Quarter and Year-End Financial Results, Provides 2017 Financial Outlook Achieved Profit in the Fourth Quarter of 2016; Guides to Full Year Profit in 2017 Delivered 14 Percent Revenue Growth and 11 Percent Test Gro

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Announces 2016 Fourth Quarter and Year-End Financial Results, Provides 2017 Financial Outlook Achieved Profit in the Fourth Quarter of 2016; Guides to Full Year Profit in 2017 Delivered 14 Percent Revenue

NVTA / Invitae Corp. / GENOMIC HEALTH INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INVITAE CORPORATION (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 46185L103 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Genomic Health 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of i

Genomic Health 10-Q (Quarterly Report)

ghdxCurrent folio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Genomic Health Reports Third Consecutive Quarter of Double-Digit Revenue Growth in Announcement of Third Quarter 2016 Financial Results 12% Increase in Revenue; 8% Increase in Tests Delivered 18% Constant Currency Increase in International Revenue an

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Reports Third Consecutive Quarter of Double-Digit Revenue Growth in Announcement of Third Quarter 2016 Financial Results 12% Increase in Revenue; 8% Increase in Tests Delivered 18% Constant Currency Incre

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a16-2087018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Com

13,650,835 Shares GENOMIC HEALTH, INC. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(3) File No.

13,650,835 Shares GENOMIC HEALTH, INC. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(3) File No.

$350,000,000 GENOMIC HEALTH, INC. Debt Securities Common Stock Preferred Stock Depositary Shares Warrants

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(3) File No.

$350,000,000 GENOMIC HEALTH, INC. Debt Securities Common Stock Preferred Stock Depositary Shares Warrants

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(3) File No.

Genomic Health ESP

Genomic Health, Inc. 301 Penobscot Drive Redwood City, California 94063 August 23, 2016 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: John Reynolds Ronald E. Alper RE: Genomic Health, Inc. Registration Statement on Form S-3 File No. 333-213074 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461

Genomic Health ESP

Genomic Health, Inc. 301 Penobscot Drive Redwood City, California 94063 August 23, 2016 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: John Reynolds Ronald E. Alper RE: Genomic Health, Inc. Registration Statement on Form S-3 File No. 333-213076 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461

Genomic Health ESP

Genomic Health, Inc. 301 Penobscot Drive Redwood City, California 94063 August 23, 2016 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: John Reynolds Ronald E. Alper RE: Genomic Health, Inc. Registration Statement on Form S-3 File No. 333-213076 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461

Genomic Health ESP

Genomic Health, Inc. 301 Penobscot Drive Redwood City, California 94063 August 23, 2016 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: John Reynolds Ronald E. Alper RE: Genomic Health, Inc. Registration Statement on Form S-3 File No. 333-213074 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461

GHDX / Genomic Health, Inc. / BAKER JULIAN - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 31) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 667 Madison Avenue, 21st Floor New York, NY 10065

GHDX / Genomic Health, Inc. / BAKER JULIAN - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 31) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 667 Madison Avenue, 21st Floor New York, NY 10065

Genomic Health S-8

As filed with the Securities and Exchange Commission on August 11, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 77-0552594 (State or other jurisdiction of (I.R.S. Employer incorporation or organi

Genomic Health S-3

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 11, 2016 Registration No.

GENOMIC HEALTH, INC. STATEMENT REGARDING COMPUTATION OF RATIOS (in thousands)

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 12.1 GENOMIC HEALTH, INC. STATEMENT REGARDING COMPUTATION OF RATIOS (in thousands) Year ended December 31, 2011 2012 2013 2014 2015 Six Months ended June 30, 2016 Earnings (deficiency): Net income (loss) before income taxes $ 8,275 $ 8,671 $ (12,411 ) $ (24,199 ) $ (34,304 ) $ (11,794 ) Add: Fixed charges 239 408 335 403 453

Genomic Health S-3

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 11, 2016 Registration No.

GENOMIC HEALTH, INC. [ ] Dated as of , 20

Exhibit 4.1 GENOMIC HEALTH, INC. TO [ ] Trustee Indenture Dated as of , 20 GENOMIC HEALTH, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of , 20 Trust Indenture Indenture Act Section Sections ? 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 610 ? 311(a) 613(a) (b) 613(b) (b)(2) 703(a)(2) 703(b) ? 312(a) 701 702(a) (

GHDX / Genomic Health, Inc. / BAKER JULIAN - AMENDMENT NO. 30 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 30) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 667 Madison Avenue, 21st Floor New York, NY 10065

Genomic Health 10-Q (Quarterly Report)

ghdxCurrent folio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Registration Rights Agreement dated as of August 8, 2016, between the Company and Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., 667, L.P., Baker Brothers Life Sciences, L.P., 14159, L.P. and Baker/Tisch Investments, L.P. (incorporated by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made as of August 8, 2016, by and between Genomic Health, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement h

GENOMIC HEALTH, INC. AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN (Adopted by the Board on September 8, 2005, and amended and restated by the Board on January 26, 2016)

EX-10.1 2 ghdx-20160630ex1010607bb.htm EX-10.1 Exhibit 10.1 GENOMIC HEALTH, INC. AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN (Adopted by the Board on September 8, 2005, and amended and restated by the Board on January 26, 2016) Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “Change in Contro

Genomic Health Reports Continued Double-Digit Growth in Announcement of Second Quarter 2016 Financial Results, Raises Low End of Full-Year Test and Revenue Guidance 16% Increase in Revenue; 12% Increase in Tests Delivered 13% Growth with Record Numbe

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Reports Continued Double-Digit Growth in Announcement of Second Quarter 2016 Financial Results, Raises Low End of Full-Year Test and Revenue Guidance 16% Increase in Revenue; 12% Increase in Tests Deliver

Genomic Health 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of inco

Genomic Health 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incor

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commission File Number) 77-

PROCEEDS AGREEMENT

Exhibit 99.1 PROCEEDS AGREEMENT AGREEMENT dated as of May 16, 2016 by and between Baker Bros. Advisors LP (the “Management Company”) and Julian Baker (the “Agent”). WHEREAS, the Agent, in his capacity as a director of Genomic Health, Inc. (the “Company”), received non-transferable options (the “Options”) to purchase 8,250 shares of the Company common stock (the “Stock”) according to the below Sche

GHDX / Genomic Health, Inc. / BAKER JULIAN - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 29) Genomic Health, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37244C101 (CUSIP Number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 667 Madison Avenue, 21st Floor New York, NY 10065

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., 14159, L.P., and Baker Bros. Advisors LP

EX-99.2 3 v440517ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., 14159, L.P., and Baker Bros. Advisors LP For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P., 667, L.P., and 14159, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the

Genomic Health 10-Q (Quarterly Report)

ghdxCurrent folio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incorpo

Genomic Health Reports Double-Digit Revenue and Test Growth in Announcement of First Quarter 2016 Financial Results 19% Increase in Revenue; 16% Increase in Tests Delivered Unparalleled Prospective Outcomes Evidence Drives Further Growth in U.S. Inva

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Reports Double-Digit Revenue and Test Growth in Announcement of First Quarter 2016 Financial Results 19% Increase in Revenue; 16% Increase in Tests Delivered Unparalleled Prospective Outcomes Evidence Dri

Genomic Health DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Genomic Health DEF 14A

Use these links to rapidly review the document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Genomic Health 10-K (Annual Report)

ghdxCurrent folio10K Table of Contents taxane UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Third Amendment to Lease dated September 23, 2005 between the Company and Metropolitan Life Insurance Company (incorporated by reference to exhibit 10.8.2 filed with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015).

Exhibit 10.8.2 THIRD AMENDMENT TO LEASE This Third Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of November 11, 2015 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”): A. Landlord and

Second Amendment to Lease dated January 4, 2007 between the Company and Metropolitan Life Insurance Company (incorporated by reference to exhibit 10.9.2 filed with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015).

EX-10.9.2 6 ghdx-20151231ex10927f13d.htm EX-10.9.2 Exhibit 10.9.2 SECOND AMENDMENT TO LEASE This Second Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of November 11, 2015 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference

First Amendment to Lease dated October 1, 2009 between the Company and Metropolitan Life Insurance Company (incorporated by reference to exhibit 10.10.1 filed with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015).

Exhibit 10.10.1 FIRST AMENDMENT TO LEASE This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of November 11, 2015 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”): A. Landlord and

Lease dated November 11, 2015 between the Company and Metropolitan Life Insurance Company (incorporated by reference to exhibit 10.12 filed with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015).

Exhibit 10.12 LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND GENOMIC HEALTH, INC. (TENANT) SEAPORT CENTRE Redwood City, California Error! Unknown document property name. TABLE OF CONTENTS PAGE ARTICLE ONE - BASIC LEASE PROVISIONS 1 1.01 BASIC LEASE PROVISIONS 1 1.02 ENUMERATION OF EXHIBITS & RIDER(S) 2 1.03 DEFINITIONS 2 ARTICLE TWO - PREMISES, TERM, FAILURE TO GIVE POSSESSION, C

GENOMIC HEALTH, INC.

Exhibit 21.1 GENOMIC HEALTH, INC. SUBSIDIARIES Genomic Health International Holdings, LLC—100% owned by Genomic Heath, Inc. Oncotype Laboratories, Inc. (inactive)—100% owned by Genomic Health, Inc. Genomic Health International Sarl—100% owned by Genomic Health International Holdings, LLC Genomic Health UK, Ltd—100% owned by Genomic Health International Holdings, LLC Genomic Health Deutschland GmbH

Second Amendment to Lease dated August 30, 2013 between the Company and Metropolitan Life Insurance Company (incorporated by reference to exhibit 10.11.2 filed with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015).

EX-10.11.2 3 ghdx-20151231ex101129b60.htm EX-10.11.2 Exhibit 10.11.2 SECOND AMENDMENT TO LEASE This Second Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of November 11, 2015 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Tenant”), with referen

Genomic Health 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of i

GHDX / Genomic Health, Inc. / Camber Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Genomic Health Inc. (Name of Issuer) Common Shares, $0.0001 par value (Title of Class of Securities) 37244C101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated February 12, 2016 is by and between Camber Capital Management LLC, a Massachusetts limited liability company, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers").

NVTA / Invitae Corp. / GENOMIC HEALTH INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INVITAE CORPORATION (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 46185L103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Genomic Health Announces 2016 Financial Outlook and Provides 2015 Fourth Quarter and Year-End Financial Results Expects to Deliver Double-Digit Test and Revenue Growth in 2016 Plans to Launch First Liquid Biopsy Test Mid-2016 Conference Call Today at

EX-99.1 2 a16-39671ex99d1.htm EX-99.1 Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Announces 2016 Financial Outlook and Provides 2015 Fourth Quarter and Year-End Financial Results Expects to Deliver Double-Digit Test and Revenue Growth in 2016 Plans

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of i

# # #

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 415-370-5804 [email protected] Genomic Health Announces Preliminary 2015 Revenue and Confirms 2016 Growth Expectations REDWOOD CITY, Calif., January 8, 2016 — Genomic Health, Inc. (Nasdaq: GHDX) today announced preliminary revenue for the year ended

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2016 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

10-Q/A 1 ghdx-20150930x10qa.htm 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the t

Genomic Health S-8

As filed with the Securities and Exchange Commission on November 9, 2015. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 77-0552594 (State or other jurisdiction of (I.R.S. Employer incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 ghdx-20150930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a15-2225318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2015 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Com

Genomic Health Reports Highest Test Growth in Two Years in Announcement of Third Quarter 2015 Financial Results 17% Increase in Tests Delivered; 6% Increase in Revenue Continued Strong Growth in U.S. Breast Cancer Business with 11% Increase in Test V

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Reports Highest Test Growth in Two Years in Announcement of Third Quarter 2015 Financial Results 17% Increase in Tests Delivered; 6% Increase in Revenue Continued Strong Growth in U.S. Breast Cancer Busin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51541 GENOM

GENOMIC HEALTH, INC. 2005 STOCK INCENTIVE PLAN (Adopted by the Board on September 8, 2005, and amended and restated by the Board on April 25, 2015)

Exhibit 10.1 GENOMIC HEALTH, INC. 2005 STOCK INCENTIVE PLAN (Adopted by the Board on September 8, 2005, and amended and restated by the Board on April 25, 2015) Genomic Health, Inc. 2005 Stock Incentive Plan Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “Change in Control” 1 (e) “Code” 2 (f) “

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a15-1691418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2015 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commi

Genomic Health Announces Second Quarter 2015 Financial Results and Reports Record International and Prostate Cancer Tests Delivered 8% Increase in Total Tests Delivered; 13% Increase in International Tests Delivered; More than Double Prostate Tests D

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Announces Second Quarter 2015 Financial Results and Reports Record International and Prostate Cancer Tests Delivered 8% Increase in Total Tests Delivered; 13% Increase in International Tests Delivered; Mo

Genomic Health 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2015 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51541 (Commission File Number) 77

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 ghdx-20150331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

Genomic Health, Inc. Severance Plan For Executive Management

Exhibit 10.2 Genomic Health, Inc. Severance Plan For Executive Management The Board of Directors of Genomic Health, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to secure the continued services, dedication, and objectivity of certain officers and employees of the Company without concern as to whether such officers

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2015 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incorpo

Genomic Health Announces First Quarter 2015 Financial Results and Reports Record Oncotype DX® Test Volume 10% Test Volume Increase; 2% Product Revenue Increase, 3% Product Revenue Increase in Constant Currency U.S. Breast Cancer Business Continued to

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Announces First Quarter 2015 Financial Results and Reports Record Oncotype DX? Test Volume 10% Test Volume Increase; 2% Product Revenue Increase, 3% Product Revenue Increase in Constant Currency U.S. Brea

Genomic Health DEF 14A

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2015 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of incor

GENOMIC HEALTH, INC.

Exhibit 21.1 GENOMIC HEALTH, INC. SUBSIDIARIES Genomic Health International Holdings, LLC—100% owned by Genomic Heath, Inc. Oncotype Laboratories, Inc. (inactive)—100% owned by Genomic Health, Inc. Genomic Health International Sarl—100% owned by Genomic Health International Holdings, LLC Genomic Health UK, Ltd—100% owned by Genomic Health International Holdings, LLC Genomic Health Deutschland GmbH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10‑K

10-K 1 ghdx-20141231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10‑K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2015 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of i

GHDX / Genomic Health, Inc. / Camber Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Genomic Health Inc. (Name of Issuer) Common Shares, $0.0001 par value (Title of Class of Securities) 37244C101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated February 13, 2015 is by and between Camber Capital Management LLC, a Massachusetts limited liability company, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers").

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2015 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of i

Genomic Health Announces Year-End 2014 Financial Results, Provides 2015 Financial Outlook 12% Increase in Full-Year Test Volume; 6% Increase in Full-Year Product Revenue NHS England Agreed to Access Program for Oncotype DX® Breast Cancer Test beginni

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Announces Year-End 2014 Financial Results, Provides 2015 Financial Outlook 12% Increase in Full-Year Test Volume; 6% Increase in Full-Year Product Revenue NHS England Agreed to Access Program for Oncotype

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2015 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of in

AMENDED AND RESTATED B Y L A W S GENOMIC HEALTH, INC. (a Delaware corporation) (as amended January 27, 2015)

EX-3.1 2 a15-34451ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED B Y L A W S OF GENOMIC HEALTH, INC. (a Delaware corporation) (as amended January 27, 2015) TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings 4 2.4 Notice of Meetings 4 2.5 List of Stockholders 5

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5154

First Amendment to Lease dated August 30, 2013 between the Company and Metropolitan Life Insurance Company (incorporated by reference to exhibit 10.1 filed with the Company’s Quarterly Report on Form 10‑Q for the quarterly period ended September 30, 2014).

Exhibit 10.1 FIRST AMENDMENT TO LEASE This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of June 30, 2014 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Metropolitan”), as Landlord (“Landlord”), and GENOMIC HEALTH, INC., a Delaware corporation (“Genomic”), as Tenant (“Tenant”), with reference to the

Genomic Health Announces Third Quarter 2014 Financial Results and Reports Continued Growth in U.S. Invasive Breast Cancer Business 9% Increase in Test Volume; 5% Increase in Total Revenue CMS Announces Gapfill Pricing Methodology for Oncotype DX® Bre

Exhibit 99.1 Contacts: Investors: Emily Faucette Genomic Health 650-569-2824 [email protected] Media: Victoria Steiner Genomic Health 650-569-2499 [email protected] Genomic Health Announces Third Quarter 2014 Financial Results and Reports Continued Growth in U.S. Invasive Breast Cancer Business 9% Increase in Test Volume; 5% Increase in Total Revenue CMS Announces Gapfill Pricing M

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2014 GENOMIC HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-51541 77-0552594 (State or other jurisdiction (Commission (IRS Employer of in