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*
Wiley Michael J

(Last) (First) (Middle)
505 PENOBSCOT DRIVE

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2018
3. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
10/03/2018
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 433,388(1) 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
STOCK OPTION (RIGHT TO BUY) (2) 07/13/2027 COMMON STOCK 97,560(1) $4.17 D
SERIES A PREFERRED STOCK (3) (3) COMMON STOCK 6,561 (3) D
Explanation of Responses:
1. This Form 3 is being amended to reflect an exercise of stock options that occurred on September 27, 2018.
2. The stock option vests and becomes exercisable in equal monthly installments over 48 months commencing on April 23, 2017.
3. The shares of the Issuer's Series A Preferred Stock (the "Preferred Stock) are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Preferred Stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date.
Remarks:
/s/ Michael Wiley 10/11/2018
** 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.
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