Edgar Filing: Andreatta Robert E

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Andreatta Robert E

2. Issuer Name and Ticker or Trading Symbol
GENENTECH INC [DNA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CONTROLLER & CAO

(Last)

(First)

(Middle)

1 DNA WAY

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2009

(Street)

SO SAN FRANCISCO, CA 94080

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/26/2009		D		834	D	$ 95 ⁽¹⁾	0	D
Common Stock	03/26/2009		D		1,263	D	$ 95 ⁽¹⁾	0	I	by Trust ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 37.16

03/26/2009

6,500 ⁽³⁾

06/20/2003⁽⁴⁾

06/20/2013

Common Stock

6,500

$ 0 ⁽⁵⁾

Non-Qualified Stock Option (right to buy)

$ 42.05

03/26/2009

4,500 ⁽³⁾

09/11/2003⁽⁴⁾

09/11/2013

Common Stock

4,500

$ 0 ⁽⁵⁾

Non-Qualified Stock Option (right to buy)

$ 53.23

03/26/2009

15,700 ⁽³⁾

09/23/2004⁽⁴⁾

09/23/2014

Common Stock

15,700

$ 0 ⁽⁵⁾

Non-Qualified Stock Option (right to buy)

$ 79.1

03/26/2009

20,000 ⁽³⁾

06/16/2006⁽⁴⁾

06/16/2016

Common Stock

20,000

$ 0 ⁽⁵⁾

Non-Qualified Stock Option (right to buy)

$ 79.17

03/26/2009

14,000 ⁽³⁾

09/20/2007⁽⁴⁾

09/20/2016

Common Stock

14,000

$ 0 ⁽⁵⁾

Non-Qualified Stock Option (right to buy)

$ 79.55

03/26/2009

29,000 ⁽³⁾

09/20/2008⁽⁴⁾

09/20/2017

Common Stock

29,000

$ 0 ⁽⁵⁾

Non-Qualified Stock Option (right to buy)

$ 85.83

03/26/2009

30,000 ⁽³⁾

09/23/2005⁽⁴⁾

09/23/2015

Common Stock

30,000

$ 0 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Andreatta Robert E 1 DNA WAY SO SAN FRANCISCO, CA 94080			CONTROLLER & CAO

Signatures

By: ADAM B. LAUTNER For: ROBERT E. ANDREATTA		03/30/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Disposed of pursuant to the Agreement and Plan of Merger between the issuer, Roche Holdings Inc. and Roche Investments USA dated March 12, 2009.
(2)	Shares are held in reporting person's revocable family trust.
(3)	At the effective time of the merger, this option vested in full and was cancelled in exchange for a cash amount equal to the net value of the exercise price and the merger consideration.
(4)	At the effective time of the merger, this option vested in full and was cancelled in exchange for a cash amount equal to the net value of the exercise price and the merger consideration.
(5)	At the effective time of the merger, this option vested in full and was cancelled in exchange for a cash amount equal to the net value of the exercise price and the merger consideration.

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