SEC Form 4 · accession 0000947871-18-000817

Guardant Health, Inc. · GH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

ORBIMED ADVISORS LLC

10% Owner

Period of report

Oct 9, 2018

Accepted (ET)

Oct 11, 2018 · 4:01 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001576280

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F3	Oct 9, 2018	C	1,525,492	—	A	1,525,492	I	By OrbiMed Royalties Opportunities II, LP
Common Stock^F2,F3	Oct 9, 2018	C	8,972	—	A	8,972	I	By OrbiMed Royalties Opportunities II, LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
SERIES D PREFERRED STOCK^F1,F3	—	Oct 9, 2018	C	1,525,492	D	—	—	Common Stock	1,525,492	0	I
SERIES E PREFERRED STOCK^F2,F3,F1	—	Oct 9, 2018	C	8,972	D	—	—	Common Stock	8,972	0	I

Explanation of responses

F1The Series D Preferred Stock is convertible into Common Stock on a 0.7604-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares of Series D Preferred Stock have no expiration date.
F2The Series E Preferred Stock is convertible into Common Stock on a 0.7378-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares of Series E Preferred Stock have no expiration date.
F3The shares are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the sole general partner of ORO II, and OrbiMed Advisors LLC ("Advisors") is sole managing member of ROF II. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.