Sec Form 3 Filing - EXACT SCIENCES CORP @ GENOMIC HEALTH INC - 2019-07-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person EXACT SCIENCES CORP 2. Issuer Name and Ticker or Trading Symbol GENOMIC HEALTH INC [ GHDX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnotes 1,2,3,4,5 Below (Last) (First) (Middle) 441 CHARMANY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2019 (Street) MADISON, WI53719 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock, par value $0.0001 per share 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EXACT SCIENCES CORP 441 CHARMANY DRIVE MADISON, WI53719 X See Footnotes 1,2,3,4,5 Below Signatures /s/ D. Scott Coward, Senior Vice President, General Counsel, Chief Administrative Officer and Secretary 08/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 28, 2019, Genomic Health, Inc., a Delaware corporation ("Issuer"), entered into an agreement and plan of merger (the "Merger Agreement") with Exact Sciences Corporation, a Delaware corporation ("Exact Sciences"), and Spring Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Exact Sciences ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Exact Sciences. ( 2 )Exact Sciences may be deemed to have beneficial ownership of an aggregate of 9,596,023 shares of Common Stock, $0.0001 par value, of Issuer ("Common Stock," and such aggregate shares, the "Shares"), consisting of (i) 9,435,243 outstanding shares of Common Stock held by (A) Julian C. Baker, (B) Felix J. Baker, (C) FBB Associates, (D) Baker Brothers Life Sciences, L.P., (E) Baker/Tisch Investments, L.P. (F) 667, L.P., (G) 14159, L.P., (H) Baker Bros. Investments, L.P. and (I) Baker Bros. Investments II, L.P. (the foregoing (A) through (I), together, the "Stockholders") and (ii) 160,780 shares of Common Stock issuable in the aggregate upon the vesting and exercise of options to purchase Common Stock variously granted to certain Stockholders, as a result of entering into voting agreements, dated as of July 28, 2019 (the "Voting Agreements"). ( 3 )Copies of the forms of Voting Agreement that Exact Sciences entered into with each Stockholder were filed as exhibits to Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2019. Pursuant to the Voting Agreements, each such Stockholder (and such Stockholder's advisor, where applicable) agreed, among other things and subject to the terms and conditions therein, to vote all of such Stockholder's Shares in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any alternative proposal. ( 4 )In addition, each Stockholder waived appraisal rights and provided an irrevocable proxy to Exact Sciences to vote in favor of the Merger, including by voting for the adoption of the Merger Agreement. The Voting Agreements do not limit or restrict the Stockholders solely in their capacities as directors or officers of Issuer from acting in such capacities. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Exact Sciences that it is the beneficial owner of any of the Shares and any such beneficial ownership is expressly denied. ( 5 )Exact Sciences does not have any pecuniary interest in any of the Shares.

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