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 * EXACT SCIENCES CORP 2. Issuer Name and Ticker or Trading Symbol GENOMIC HEALTH INC [ GHDX ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Footnotes
(Last)         (First)         (Middle)
441 CHARMANY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
11/8/2019
(Street)
MADISON, WI 53719
(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, par value $0.0001 per share  11/8/2019    P    37643330 (1)(2) A  (1) 100 (1)(2) 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

Explanation of Responses:
(1)  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").
(2)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EXACT SCIENCES CORP
441 CHARMANY DRIVE
MADISON, WI 53719

X
See Footnotes

Signatures
/s/ D. Scott Coward 11/13/2019
**Signature of Reporting Person Date
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