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 *
  Hoof Torsten
2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2019
3. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [GHDX]
(Last)
(First)
(Middle)
301 PENOBSCOT DR.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Int'l Commercial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD CITY, CA 94063
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 6,667 (1)
D
 
Common Stock 3,440 (2)
D
 
Common Stock 4,760 (3)
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (4) 09/01/2027 Common Stock 17,250 $ 31.78 D  
Employee Stock Option (right to buy) Holding   (5) 01/31/2028 Common Stock 7,920 $ 33.21 D  
Employee Stock Option (right to buy) Holding   (6) 01/29/2029 Common Stock 10,950 $ 72.52 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hoof Torsten
301 PENOBSCOT DR.
REDWOOD CITY, CA 94063
      Chief Int'l Commercial Officer  

Signatures

/s/ Jason W. Radford, Attorney-in-fact 04/26/2019
**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) Unvested portion of 10,000 restricted stock units awarded September 1, 2017, which vest as to 1/3 on August 15, 2019 and 2020.
(2) Consists of 2,294 unvested restricted stock units awarded January 31, 2018, which vest as to 1/2 on each of February 15, 2020 and 2021, and 1,146 shares that vested on February 15, 2019.
(3) Unvested restricted stock units awarded January 29, 2019, which vest in equal installments on February 15, 2020, 2021 and 2022.
(4) The option became exercisable as to 25% of the shares on September 1, 2018, and becomes exercisable as to 25% on each of September 1, 2019, September 1, 2020 and September 1, 2021.
(5) The option became exercisable as to 25% of the shares on January 31, 2019, and becomes exercisable as to 25% on each of January 31, 2020, January 31, 2021 and January 31, 2022.
(6) The option becomes exercisable as to 25% of the shares on each of January 29, 2020, January 29, 2021, January 29, 2022 and January 29, 2023.

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