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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under Securities Exchange Act of 1934
(Amendment No. 3)*
GENOMIC HEALTH, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
37244101
(CUSIP Number)
Randal W. Scott
Executive Chairman
Genomic Health Inc.
301 Penobscot Drive
Redwood City, CA 94063
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
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(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 §240.13d-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 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.)
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1 |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Randal W. Scott, Ph.D. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,172,143 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,172,143 |
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WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,172,143 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.6% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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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
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(a) |
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Name of Reporting Person
Randal W. Scott, Ph.D. |
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(b) |
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Principal Business Address
301 Penobscot Drive
Redwood City, CA 94063 |
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(c) |
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Present Principal Occupation or Employment
As of January 8, 2009, Dr. Scott is Executive Chairman of
the Board of Directors of the
Company. Prior to January 8, 2009, Dr. Scott
was Chief Executive Officer of the Company and a member of the Companys board
of directors. |
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(d) |
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Dr. Scott has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar civil
infractions or misdemeanors). |
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(e) |
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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. |
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(f) |
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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
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(a) |
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The aggregate percentage of Common Stock reported owned
beneficially by Dr. Scott is based upon 28,461,327 shares outstanding as of
December 31, 2008. Dr. Scott beneficially owned 2,172,143 shares of Common
Stock as of December 31, 2008, constituting approximately 7.6% of the shares of
Common Stock outstanding. The 2,172,143 shares of Common Stock included
1,994,646 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 160,000 shares of Common Stock that
are subject to outstanding options, 71,874 of which were exercisable within 60
days of December 31, 2008 and 88,126 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. |
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(b) |
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Dr. Scott has sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,172,143 shares of Common Stock. |
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(c) |
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On February 10, 2009, Dr. Scott sold 5,698 shares of Common
Stock at an average price of $20.7969 per share and 302 shares of Common Stock
at an average price of $21.4846. On February 11, 2009, Dr. Scott sold 6,000
shares of Common Stock at an average price of $20.8749 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 December 8, 2008, that provides
for the sale of up to 144,000 shares of the Companys Common Stock over a
period of approximately twelve months. Subsequent to December 31,
2008, Dr. Scott vested with respect to options
to purchase an additional 6,041 shares of Common Stock. |
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(d) |
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Not applicable |
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(e) |
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Not applicable |
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Item 6. |
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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), a copy of which has been filed with the Securities and Exchange Commission
as an exhibit 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:
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Grant Date |
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Option Plan |
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No. of Shares Granted |
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Exercise Price |
December 1, 2005 |
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2005 Plan |
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50,000 |
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$10.33 |
November 30, 2006 |
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2005 Plan |
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40,000 |
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$18.89 |
December 6, 2007 |
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2005 Plan |
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30,000 |
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$23.31 |
December 4, 2008 |
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2005 Plan |
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40,000 |
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$17.33 |
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Total |
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160,000 |
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Rule 10b5-1 Plan
On December 8, 2008, 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.
Item 7. Material to Be Filed as Exhibits
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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Dated: February 17, 2009
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By: |
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/s/ Randal W. Scott |
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Randal W. Scott, Ph.D. |