Edgar Filing: LINK WILLIAM J PHD

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â VERSANT VENTURE CAPITAL I LP

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2005

3. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [GHDX]

(Last)

(First)

(Middle)

3000 SAND HILL ROAD,Â BUILDING 4 SUITE 210

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	36,036 ⁽³⁾ ⁽⁴⁾	$ ⁽⁵⁾	I	By Versant Affiliates Fund I-A, L.P. ⁽⁶⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	75,675 ⁽³⁾ ⁽⁴⁾	$ ⁽⁵⁾	I	By Versant Affiliates Fund I-B, L.P. ⁽⁷⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	32,432 ⁽³⁾ ⁽⁴⁾	$ ⁽⁵⁾	I	By Versant Side Fund I, L.P. ⁽⁸⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	1,657,657 ⁽³⁾ ⁽⁴⁾	$ ⁽⁵⁾	I	By Versant Venture Capital I, L.P. ⁽⁹⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	4,728 ⁽⁴⁾ ⁽¹⁰⁾	$ ⁽¹¹⁾	I	By Versant Affiliates Fund I-A, L.P. ⁽⁶⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	9,929 ⁽⁴⁾ ⁽¹⁰⁾	$ ⁽¹¹⁾	I	By Versant Affiliates Fund I-B, L.P. ⁽⁷⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	8,890 ⁽⁴⁾ ⁽¹⁰⁾	$ ⁽¹¹⁾	I	By Versant Side Fund I, L.P. ⁽⁸⁾
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	449,265 ⁽⁴⁾ ⁽¹⁰⁾	$ ⁽¹¹⁾	I	By Versant Venture Capital I, L.P. ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VERSANT VENTURE CAPITAL I LP 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
VERSANT AFFILIATES FUND I-A LP 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
VERSANT AFFILIATES FUND I-B LP 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
VERSANT SIDE FUND I LP 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
VERSANT VENTURES I LLC 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
ATWOOD BRIAN G 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
JAFFE ROSS A MD 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
LINK WILLIAM J PHD 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
LUBASH BARBARA N 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
MILDER DONALD B 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ Robin Praeger, Attorney-in-Fact		09/28/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are exercisable immediately.
(2)	These securities do not have an expiration date.
(3)	Does not include shares of Common Stock that may be issued to the Reporting Persons if the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 is distributed upon the closing of the Issuer's initial public offering (the "IPO") in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend").
(4)	Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(5)	Upon consummation of the IPO, every 3 shares of Series B Preferred Stock will convert into 1 share of Common Stock.
(6)	The shares owned by Versant Affiliates Fund I-A, L.P. ("VAF-IA"). The general partner of VAF-IA is Versant Ventures I, LLC ("VVI").
(7)	The shares owned by Versant Affiliates Fund I-B, L.P. ("VAF-IB"). The general partner of VAF-IB is VVI.
(8)	The shares owned by Versant Side Fund I, L.P. ("VSF"). The general partner of VSF is VVI.
(9)	The shares owned by Versant Venture Capital I, L.P. ("VVC"). The general partner of VVC is VVI.
(10)	Does not include additional shares of Common Stock that will be issued to the Reporting Persons upon consummation of the IPO as a result of either the Conditional Dividend or the Increased Conversion Rate (as defined in footnote 11 below).
(11)	Upon consummation of the IPO, every 3 shares of Series E Preferred Stock will be converted into 1 share of Common Stock; provided, however, if the price per share of shares sold in the IPO is less than $11.40, the conversion rate will be 1.128 shares of Common Stock for every 3 shares of Series E Preferred Stock (the "Increased Conversion Rate").
Â Remarks: GeneralÂ Remarks:Â Â ThisÂ reportÂ isÂ beingÂ filedÂ jointlyÂ withÂ theÂ reportÂ filedÂ byÂ RebeccaÂ B.Â RobertsonÂ asÂ ofÂ theÂ dateÂ hereofÂ andÂ relates toÂ theÂ sameÂ transaction,Â namelyÂ theÂ registrationÂ ofÂ theÂ Issuer'sÂ CommonÂ StockÂ underÂ SectionÂ 12Â ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934. Â ThisÂ FormÂ 3Â isÂ beingÂ filedÂ separatelyÂ becauseÂ theÂ numberÂ ofÂ jointÂ filersÂ exceededÂ theÂ maximumÂ numberÂ ofÂ filersÂ permittedÂ byÂ the EDGARÂ system.

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