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 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 *

Vaughn James J		 2. Issuer Name and Ticker or Trading Symbol

GENOMIC HEALTH INC [ GHDX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Commercial Officer
(Last)          (First)          (Middle)

301 PENOBSCOT DRIVE		 3. Date of Earliest Transaction (MM/DD/YYYY)

9/9/2019
(Street)

REDWOOD CITY, CA 94063
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/9/2019    M    3000  A $31.12  19417 (1) D   
Common Stock  9/9/2019    M    1500  A $33.21  20917 (1) D   
Common Stock (2) 9/9/2019    S    3000  D $72.0766 (3)(4) 17917 (1) D   
Common Stock (5) 9/9/2019    S    1300  D $73.2411 (3)(6) 16617 (1) D   
Common Stock (5) 9/9/2019    S    200  D $74.13 (3)(7) 16417 (1) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Employee Stock Option (right to buy) Holding  $31.12  9/9/2019    M        3000    (8) 2/13/2025  Common Stock  3000  $0.00  0  D   
Employee Stock Option (right to buy) Holding  $33.21  9/9/2019    M        1500    (9) 1/31/2028  Common Stock  1500  $0.00  44207  D   

Explanation of Responses:
(1)  Includes an aggregate of 11,281 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
(2)  These sales of common stock were effected pursuant to Rule 10b5-1 sales plan adopted by the reporting person on August 6, 2018.
(3)  Reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated.
(4)  Represents weighted average sale price. Actual sale prices ranged from $71.69 to $72.62.
(5)  These sales of common stock were effected pursuant to Rule 10b5-1 sales plan adopted by the reporting person on March 11, 2019.
(6)  Represents weighted average sale price. Actual sale prices ranged from $72.62 to $73.57.
(7)  Represents weighted average sale price. Actual sale prices ranged from $73.96 to $74.30.
(8)  The option became exercisable as to 25% of the shares on February 13, 2016, and became exercisable as to 1/48th of the shares each full month thereafter.
(9)  The option became exercisable as to 25% of the shares on January 31, 2019, 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
Vaughn James J
301 PENOBSCOT DRIVE
REDWOOD CITY, CA 94063

Chief Commercial Officer

Signatures
/s/ Jason W. Radford, Attorney-in-fact 9/11/2019
**Signature of Reporting Person Date


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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 4(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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