FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McEachron Kim

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/21/2015 

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 People Officer /

(Street)

REDWOOD CITY, CA 94063       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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)
Common Stock   1201   (1) D    
Common Stock   3034   (2) D    
Common Stock   562   (3) D    
Common Stock   4500   (4) D    
Common Stock   7724   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		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)     (5) 3/12/2022   Common Stock   15000   $30.69   D    
Employee Stock Option (right to buy)     (6) 1/31/2023   Common Stock   9000   $28.05   D    
Employee Stock Option (right to buy)     (7) 1/28/2024   Common Stock   10040   $30.84   D    
Employee Stock Option (right to buy)     (8) 2/13/2025   Common Stock   9000   $31.12   D    

Explanation of Responses:
( 1)  Unvested portion of 3,600 restricted stock units awarded July 25, 2013, which vest on February 15, 2016.
( 2)  Unvested portion of 4,550 restricted stock units awarded January 28, 2014, which vest in equal installments on February 15, 2016 and 2017.
( 3)  Performance-based vesting restricted stock units (PVRSUs) awarded on March 25, 2014, subject to meeting certain performance goals measured in 2014, were considered earned on February 13, 2015 and vested as to 1/2 of the shares on February 15, 2015 and vest as to the remainder on February 15, 2016.
( 4)  Restricted stock units awarded on February 13, 2015 which vest as to 1/3 of the shares on each of February 15, 2016, 2017 and 2018.
( 5)  The option became exercisable as to 25% of the shares on March 12, 2013, and becomes exercisable as to 1/48th of the shares each full month thereafter.
( 6)  The option becomes exercisable as to 25% of the shares on January 31, 2014, and becomes exercisable as to 1/48th of the shares each full month thereafter.
( 7)  The option became exercisable as to 25% of the shares on January 28, 2015, and becomes exercisable as to 1/48th of the shares each full month thereafter.
( 8)  The option becomes exercisable as to 25% of the shares on February 13, 2016, and becomes exercisable as to 1/48th of the shares each full month thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McEachron Kim
301 PENOBSCOT DR.
REDWOOD CITY, CA 94063

Chief People Officer

Signatures
/s/ Jason W. Radford, Attorney-in-fact 7/31/2015
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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