SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kennedy Giulia C

(Last) (First) (Middle)
6000 SHORELINE COURT
SUITE 300

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERACYTE, INC. [ VCYT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific & Med Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/28/2019 A 8,000(1) A $0 17,400 D
Common Stock 02/28/2019 A 32,000(2) A $0 49,400 D
Common Stock 02/28/2019 M 397 A $10.45 49,797 D
Common Stock 02/28/2019 M 11,667 A $8.86 61,464 D
Common Stock 02/28/2019 M 8,749 A $6.45 70,213 D
Common Stock 02/28/2019 M 4,166 A $5.43 74,379 D
Common Stock 02/28/2019 M 12,396 A $9.05 86,775 D
Common Stock 02/28/2019 S 36,075 D $20.4168(3) 50,700 D
Common Stock 02/28/2019 S 1,300 D $21.2833(4) 49,400 D
Common Stock 02/28/2019 F 813(5) D $0 48,587 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option (right to buy) $20.21 02/28/2019 A 60,000 (6) 02/27/2029 Common Stock 60,000 $0 60,000 D
Stock Option (right to buy) $10.45 02/28/2019 M 397 (7) 09/15/2024 Common Stock 397 $0 12,885 D
Stock Option (right to buy) $8.86 02/28/2019 M 11,667 (8) 03/01/2025 Common Stock 11,667 $0 1,667 D
Stock Option (right to buy) $6.45 02/28/2019 M 8,749 (9) 02/28/2026 Common Stock 8,749 $0 16,253 D
Stock Option (right to buy) $5.43 02/28/2019 M 4,166 (10) 03/14/2026 Common Stock 4,166 $0 6,773 D
Stock Option (right to buy) $9.05 02/28/2019 M 12,396 (11) 03/02/2027 Common Stock 12,396 $0 44,271 D
Explanation of Responses:
1. Restricted stock units awarded on February 28, 2019 vest 25% on March 2, 2020 and 1/16 per quarter thereafter subject to continuing employment of the Reporting Person on each vesting date.
2. Restricted stock units awarded on February 28, 2019 vest 25% on February 28, 2021 and 75% on February 28, 2022 subject to continuing employment of the Reporting Person on each vesting date.
3. Represents weighted average sales price. Sale prices for the transactions range from $20.11 to $21.10. Detailed information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a shareholder upon request.
4. Represents weighted average sales price. Sale prices for the transactions range from $21.14 to $21.39. Detailed information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a shareholder upon request.
5. The reporting person is reporting the withholding of 813 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of 2,350 Restricted Stock Units granted on March 2, 2018. The reporting person did not sell or otherwise dispose of any of the shares reported on this Form 4.
6. The option becomes exercisable as to 25% of the shares on February 28, 2020, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
7. The option is fully vested and fully exercisable.
8. The option becomes exercisable as to 25% of the shares on March 2, 2016, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
9. The option becomes exercisable as to 25% of the shares on March 1, 2017, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
10. The option becomes exercisable as to 25% of the shares on March 15, 2017, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
11. The option becomes exercisable as to 25% of the shares on March 3, 2018, and the remaining shares vest at a rate of 1/48th of the total number of shares subject to the award for each month of continuous service thereafter.
Remarks:
/s/ Keith Kennedy as attorney-in-fact 03/04/2019
** 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 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).
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