SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

ROBERTSON REBECCA B

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	36,036 ^{( 3 )} ^{( 4 )}	^{( 5 )}	I	By Versant Affiliates Fund I-A, L.P. ^{( 6 )}
Series B Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	75,675 ^{( 3 )} ^{( 4 )}	^{( 5 )}	I	By Versant Affiliates Fund I-B, L.P. ^{( 7 )}
Series B Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	32,432 ^{( 3 )} ^{( 4 )}	^{( 5 )}	I	By Versant Side Fund I, L.P. ^{( 8 )}
Series B Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	1,657,657 ^{( 3 )} ^{( 4 )}	^{( 5 )}	I	By Versant Venture Capital I, L.P. ^{( 9 )}
Series E Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	4,728 ^{( 4 )} ^{( 10 )}	^{( 11 )}	I	By Versant Affiliates Fund I-A, L.P. ^{( 6 )}
Series E Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	9,929 ^{( 4 )} ^{( 10 )}	^{( 11 )}	I	By Versant Affiliates Fund I-B, L.P. ^{( 7 )}
Series E Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	8,890 ^{( 4 )} ^{( 10 )}	^{( 11 )}	I	By Versant Side Fund I, L.P. ^{( 8 )}
Series E Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	449,265 ^{( 4 )} ^{( 10 )}	^{( 11 )}	I	By Versant Venture Capital I, L.P. ^{( 9 )}

Explanation of Responses:

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").

Remarks:

General Remarks: This report is being filed jointly with the report filed by Versant Venture Capital I, L.P., Versant Affiliates Fund I-A, L.P., Versant Affiliates Fund I-B, L.P., Versant Side Fund I, L.P., Versant Ventures I, LLC, Brian G. Atwood, Ross A. Jaffe, M.D., William J. Link, Barbara N. Lubash and Donald B. Milder as of the date hereof and relates to the same transaction, namely the registration of the Issuer's Common Stock under Section 12 of the Securities Exchange Act of 1934. This Form 3 is being filed separately because the number of joint filers exceeded the maximum number of filers permitted by the EDGAR system on one form.

	/s/ Robin Praeger, Attorney-in-Fact	09/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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