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Filing Details

Accession Number:: 0001104659-19-063338
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-11-13 16:23:12
Reporting Period:: 2019-11-08

Accepted Time:: 2019-11-13 16:23:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1131324	Genomic Health Inc	GHDX	Services-Commercial Physical & Biological Research (8731)	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1124140	Exact Sciences Corp	441 Charmany Drive Madison WI 53719		No	No	Yes	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2019-11-08	37,643,330	$0.00	100	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Footnotes

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").
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.