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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
1 | NAMES OF REPORTING PERSONS Randal W. Scott, Ph.D. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
PF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 2,211,277 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 2,211,277 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
2,211,277 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
7.8% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Item 1. | Security and Issuer | |||
This schedule relates to the Common Stock, par value $0.0001 per share, (Common Stock) of Genomic Health, Inc., a Delaware corporation (the Company). The address of the principal executive offices of the Company is 301 Penobscot Drive, Redwood City, CA 94063. | ||||
Item 2. | Identity and Background | |||
(a) | Name of Reporting Person | |||
Randal W. Scott, Ph.D. | ||||
(b) | Principal Business Address | |||
301 Penobscot Drive | ||||
Redwood City, CA 94063 | ||||
(c) | Present Principal Occupation or Employment | |||
Dr. Scott is Chief Executive Officer of the Company and a member of the Companys board of directors. | ||||
(d) | Dr. Scott has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar civil infractions or misdemeanors). | |||
(e) | Dr. Scott has not, during the past five years, been a party to a civil proceeding as a result of which he is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. | |||
(f) | Dr. Scott is a citizen of the United States of America. | |||
Item 3. | Source and Amount of Funds or Other Consideration | |||
The Common Stock holdings set forth in Item 5. below, excluding exercisable options to purchase shares, were purchased by Dr Scott using his personal funds. | ||||
Item 4. | Purpose of Transaction | |||
Dr. Scott owns the securities of the Company for investment purposes and may from time to time increase or decrease his position in the Companys securities. Dr. Scott does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, as amended, except as may occur as a result of his position as an executive officer or director of the Company or would occur as a result of the purchase of additional securities of the Company. Dr. Scott intends to review his investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Companys financial position and strategic |
direction, the price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, he may in the future take such actions with respect to the investments in the Company as he deems appropriate including, without limitation, purchasing shares of Common Stock or selling some or all of the shares of Common Stock or changing his intention with respect to any and all matters referred to in subparagraphs (a)-(j) of Item 4. | ||||
Item 5. | Interest in Securities of the Issuer | |||
(a) | The aggregate percentage of Common Stock reported owned beneficially by Dr. Scott is based upon 28,181,859 shares outstanding as of December 31, 2007. Dr. Scott beneficially owned 2,211,277 shares of Common Stock as of December 31, 2007, constituting approximately 7.8% of the shares of Common Stock outstanding. The 2,211,277 shares of Common Stock included 2,099,298 shares owned directly by Dr. Scott, 12,298 shares indirectly held through Morgan Stanley DW Inc. as Custodian for Randal W. Scott, IRA, 5,199 shares held for the benefit of Dr. Scotts children, of which Dr. Scotts sister is trustee, and options to purchase 189,348 shares of Common Stock that are subject to outstanding options, 94,482 of which are exercisable within 60 days of December 31, 2007 and 94,866 of which will continue to vest in accordance with the vesting terms described in Item 6. below as Dr. Scott continues as an employee with the Company. | |||
(b) | Dr Scott has sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,211,277 shares of Common Stock. | |||
(c) | On January 14, 2008, Dr. Scott sold 6,000 shares of Common Stock at an average price of $24.8888 per share and on January 15, 2008, Dr. Scott sold 6,000 shares of Common Stock at an average price of $26.1971 per share. On February 11, 2008, Dr. Scott sold 6,000 shares of Common Stock at an average price of $23.1743 per share and on February 12, 2008, Dr. Scott sold 6,000 shares of Common Stock at an average price of $22.8455 per share. These sales were made pursuant to Dr Scotts sales plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, adopted on November 13, 2007, that provides for the sale of up to 144,000 shares of the Companys Common Stock over a period of approximately twelve months. | |||
(d) | Not applicable | |||
(e) | Not applicable |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer | |||
Option Grants | ||||
Outstanding option grants are governed by stock option agreements between the Company and Dr. Scott pursuant to the Companys 2005 Stock Incentive Plan (the 2005 Plan) and 2001 Stock Incentive Plan (the 2001 Plan), as the case may be, copies of each of which have been filed with the Securities and Exchange Commission as exhibits to the Companys Annual Report on Form 10-K for the year ended December 31, 2005. | ||||
Each of Dr. Scotts stock options vest at a rate of 25% on the first anniversary of the grant date, with the remaining balance vesting in equal monthly installments over the following three years, and expire 5-10 years from the date of grant. The vesting of Dr. Scotts options will be accelerated upon the occurrence of specified events. Dr. Scotts outstanding stock options grants are summarized in the table below: |
Grant Date | Option Plan | No. of Shares Granted | Exercise Price | |||||||||
December 2, 2004 |
2001 Plan | 69,348 | $ | 3.17 | ||||||||
December 1, 2005 |
2005 Plan | 50,000 | $ | 10.33 | ||||||||
November 30, 2006 |
2005 Plan | 40,000 | $ | 18.89 | ||||||||
December 6, 2007 |
2005 Plan | 30,000 | $ | 23.31 | ||||||||
Total |
189,348 | |||||||||||
Rule 10b5-1 Plan | ||||
On November 13, 2007, Dr. Scott entered into a plan to sell common stock of the Company in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. | ||||
Dr. Scotts plan provides for the sale of up to 12,000 shares per month, up to a maximum of 144,000 shares, of the Companys common stock over a period of approximately twelve months with the exact timing of the sales to be determined at the discretion of Dr. Scotts broker. | ||||
Item 7. | Material to Be Filed as Exhibits |
By: | /s/ Randal W. Scott | |||
Randal W. Scott, Ph.D. | ||||