Edgar Filing: GENOMIC HEALTH INC

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Cohen Fred E

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2005

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

(Last)

(First)

(Middle)

C/O TPG VENTURES,Â 345 CALIFORNIA STREET SUITE 2600

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

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

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

(Street)

SAN FRANCISCO,Â CAÂ 94104

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Common Stock par value $1.00	8,333 ⁽¹⁾	D	Â
Common Stock par value $1.00	5,833 ⁽¹⁾	I	By the Jane K. Cohen Trust

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 A Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	33,333 ⁽¹⁾ ⁽⁵⁾	$ ⁽⁴⁾	D	Â
Stock Option (right to buy)	Â ⁽²⁾	01/12/2011	Common Stock	5,000 ⁽⁶⁾	$ 0.6	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cohen Fred E C/O TPG VENTURES 345 CALIFORNIA STREET SUITE 2600 SAN FRANCISCO,Â CAÂ 94104	Â X	Â	Â	Â

Signatures

/s/ Fred E. Cohen		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)	Does not include shares of Common Stock that may be issued 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").
(2)	These securities are exercisable immediately.
(3)	These securities do not have an expiration date.
(4)	Upon consummation of the IPO, every three shares of the Series A Preferred Stock will be converted into one share of Common Stock.
(5)	Does not include 1,014,492 shares of Series D Preferred Stock and 821,513 shares of Series E Preferred Stock held by funds managed by Tarrant Advisors, Inc., with which Mr. Cohen is affiliated.
(6)	Does not include additional shares of Common Stock underlying the option if the Conditional Dividend is distributed upon consummation of the IPO.

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