Form 4 GENENTECH INC For: Mar 26 Filed by: SANDERS CHARLES A (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^*

SANDERS CHARLES A

(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
	Officer (give title below)	Other (specify below)

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		2,000	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)

$ 18.6

03/26/2009

5,000 ⁽²⁾

04/23/2003⁽³⁾

04/23/2013

Common Stock

5,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 21.47

03/26/2009

40,000 ⁽²⁾

11/30/1999⁽³⁾

11/30/2009

Common Stock

40,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 26.1

03/26/2009

20,000 ⁽²⁾

05/10/2001⁽³⁾

05/10/2011

Common Stock

20,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 32.84

03/26/2009

8,000 ⁽²⁾

05/15/2000⁽³⁾

05/15/2010

Common Stock

8,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 54.39

03/26/2009

39,800 ⁽²⁾

04/16/2004⁽³⁾

04/16/2014

Common Stock

39,800

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 58.63

03/26/2009

20,000 ⁽²⁾

04/14/2005⁽³⁾

04/14/2015

Common Stock

20,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 74.06

03/26/2009

15,000 ⁽²⁾

10/15/2008⁽³⁾

04/15/2018

Common Stock

15,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 80.4

03/26/2009

15,000 ⁽²⁾

04/20/2006⁽³⁾

04/20/2016

Common Stock

15,000

$ 0 ⁽⁴⁾

Non-Qualified Stock Option (right to buy)

$ 82.4

03/26/2009

11,000 ⁽²⁾

10/20/2007⁽³⁾

04/20/2017

Common Stock

11,000

$ 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: CHARLES A. SANDERS	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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