Form 4 LEVINSON ARTHUR D For: Mar 26 (10K)

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, 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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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^*

LEVINSON ARTHUR D

(Last)

(First)

(Middle)

1 DNA WAY

(Street)

SO SAN FRANCISCO

94080

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHAIRMAN & CEO

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

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	03/26/2009		D		9,566	D	$ 95 ⁽¹⁾	0	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 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)

$ 12.13

03/26/2009

689,304 ⁽²⁾

07/16/1999⁽³⁾

07/16/2009

Common Stock

689,304

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 14.28

03/26/2009

900,000 ⁽²⁾

09/12/2002⁽³⁾

09/12/2012

Common Stock

900,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 20.9

03/26/2009

720,000 ⁽²⁾

09/26/2001⁽³⁾

09/26/2011

Common Stock

720,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 40.99

03/26/2009

720,000 ⁽²⁾

09/20/2000⁽³⁾

09/20/2010

Common Stock

720,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 42.05

03/26/2009

640,000 ⁽²⁾

09/11/2003⁽³⁾

09/11/2013

Common Stock

640,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 53.23

03/26/2009

900,000 ⁽²⁾

09/23/2004⁽³⁾

09/23/2014

Common Stock

900,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 79.17

03/26/2009

500,000 ⁽²⁾

09/20/2007⁽³⁾

09/20/2016

Common Stock

500,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 79.55

03/26/2009

400,000 ⁽²⁾

09/20/2008⁽³⁾

09/20/2017

Common Stock

400,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 85.83

03/26/2009

705,000 ⁽²⁾

09/23/2005⁽³⁾

09/23/2015

Common Stock

705,000

$ 0 ⁽⁴⁾

Explanation of Responses:

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. 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.

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.

	By: ADAM B. LAUTNER For: ARTHUR D. LEVINSON	03/30/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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