SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Hoof Torsten

(Last) (First) (Middle)
301 PENOBSCOT DR.

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2019
3. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ]
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 of Original Filed (Month/Day/Year)
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 6,667(1) D
Common Stock 3,440(2) D
Common Stock 4,760(3) D
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: 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
Explanation of Responses:
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.
Remarks:
/s/ Jason W. Radford, Attorney-in-fact 04/26/2019
** 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 Number.
Exhibit 24.3
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Kimberly J. Popovits, G. 
Bradley Cole and Jason W. Radford, or any of them signing singly, and with full
power of substitution, the 
undersigned's true and lawful attorneyinfact to:
(1) 	prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. 
Securities and Exchange Commission (the "SEC") a Form ID, including amendments
thereto, and any other documents 
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the 
SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934
or any rule or regulation of the SEC;
(2) 	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of 
Genomic Health, Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5
in accordance with Section 16(a) of 
the Securities Exchange Act of 1934 and the rules thereunder;
(3) 	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to 
complete and execute any such Form 3, 4, or 5, complete and execute any
amendment or amendments thereto, and
 
timely file such form with the SEC and any stock exchange or similar authority;
and
(4) 	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such 
attorneyinfact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being 
understood that the documents executed by such attorneyinfact on behalf of the
undersigned pursuant to this Power 
of Attorney shall be in such form and shall contain such terms and conditions as
such attorneyinfact may approve in 
such attorneyinfact's discretion.
The undersigned hereby grants to each such attorneyinfact full power and
authority to do and perform any and every 
act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers 
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full 
power of substitution or revocation, hereby ratifying and confirming all that
such attorneyinfact, or such 
attorneyinfact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and 
the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneysinfact, in serving in 
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the 
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 
4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless 
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneysinfact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of April, 
2019.
     /s/ Torsten Hoof	
______________________________________________
Signature

         Torsten Hoof	
______________________________________________
Print Name