Sec Form 4 Filing - EXACT SCIENCES CORP @ GENOMIC HEALTH INC - 2019-11-08

FORM 4 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 (Last) (First) (Middle) 441 CHARMANY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2019 (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 11/08/2019 P 37,643,330 ( 1 ) ( 2 ) A 100 ( 1 ) ( 2 ) D

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 Signatures /s/ D. Scott Coward 11/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 8, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 28, 2019 (the "Merger Agreement"), by and among Genomic Health, Inc., a Delaware corporation ("Genomic Health"), Exact Sciences Corporation, a Delaware corporation (the "Company"), and Spring Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), Merger Sub merged with and into Genomic Health, with Genomic Health continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of the Company (the "Merger"). ( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time") each share of Genomic Health common stock, par value $0.0001 per share ("Genomic Health Common Stock"), issued and outstanding immediately prior to the Effective Time (except for shares held by a holder who properly exercised and perfected appraisal rights under Delaware law), was converted into the right to receive (i) $27.50 in cash, without interest and (ii) 0.45043 of a share of Company common stock, par value $0.01 per share, and cash in lieu of fractional shares (together, the "Merger Consideration"), less any applicable withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, which totaled 100 shares, was converted into and became one fully paid share of common stock, par value $0.01 per share, of Genomic Health.

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