Item 8.01. Other Events.

On November 16, 2020, Guardant Health, Inc. (the "Company") issued a press release announcing its intention to offer, subject to market and other conditions, convertible senior notes due 2027 in an aggregate principal amount of $1,000,000,000 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

On November 16, 2020, the Company issued a press release announcing the pricing of its proposed offering of 0% convertible senior notes due 2027 in an aggregate principal amount of $1,000,000,000 in a private offering to qualified institutional buyers pursuant to the Securities Act. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

99.1          Press release of Guardant Health, Inc., dated November 16, 2020,
            announcing the proposed offering of the notes

99.2          Press release of Guardant Health, Inc., dated November 16, 2020,
            announcing the pricing of the notes

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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