Form 4 Yang Patrick Y 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^*

Yang Patrick Y

(Last)

(First)

(Middle)

1 DNA WAY

(Street)

SOUTH 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Product Operations

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)
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		G	V	274	D	$ 0	2,040	D
Common Stock	03/26/2009		G	V	294	D	$ 0	1,746	D
Common Stock	03/26/2009		D		1,746	D	$ 95 ⁽¹⁾	0	D
Common Stock	03/26/2009		D		1,866	D	$ 95 ⁽¹⁾	0	I	by Spouse

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)

$ 43.36

03/26/2009

15,000 ⁽²⁾

12/03/2003⁽²⁾

12/03/2013

Common Stock

15,000

$ 0 ⁽²⁾

Non-Qualified Stock Option (Right to Buy)

$ 53.23

03/26/2009

60,000 ⁽²⁾

09/23/2004⁽²⁾

09/23/2014

Common Stock

60,000

$ 0 ⁽²⁾

Non-Qualified Stock Option (Right to Buy)

$ 79.17

03/26/2009

135,000 ⁽²⁾

09/20/2007⁽²⁾

09/20/2016

Common Stock

135,000

$ 0 ⁽²⁾

Non-Qualified Stock Option (Right to Buy)

$ 79.55

03/26/2009

125,000 ⁽²⁾

09/20/2008⁽²⁾

09/20/2017

Common Stock

125,000

$ 0 ⁽²⁾

Non-Qualified Stock Option (Right to Buy)

$ 85.83

03/26/2009

125,000 ⁽²⁾

09/23/2005⁽²⁾

09/23/2015

Common Stock

125,000

$ 0 ⁽²⁾

Non-Qualified Stock Option (Right to Buy)

$ 48.3

03/26/2009

1,200 ⁽²⁾

01/23/2004⁽²⁾

01/23/2014

Common Stock

1,200

$ 0 ⁽²⁾

by Spouse

Non-Qualified Stock Option (Right to Buy)

$ 53.23

03/26/2009

850 ⁽²⁾

09/23/2004⁽²⁾

09/23/2014

Common Stock

850

$ 0 ⁽²⁾

by Spouse

Non-Qualified Stock Option (Right to Buy)

$ 79.17

03/26/2009

1,120 ⁽²⁾

09/20/2007⁽²⁾

09/20/2016

Common Stock

1,120

$ 0 ⁽²⁾

by Spouse

Non-Qualified Stock Option (Right to Buy)

$ 79.55

03/26/2009

1,700 ⁽²⁾

09/20/2008⁽²⁾

09/20/2017

Common Stock

1,700

$ 0 ⁽²⁾

by Spouse

Non-Qualified Stock Option (Right to Buy)

$ 85.83

03/26/2009

1,500 ⁽²⁾

09/23/2005⁽²⁾

09/23/2015

Common Stock

1,500

$ 0 ⁽²⁾

by Spouse

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.

	/s/ Adam B. Lautner, Power of Attorney	04/20/2009
	** 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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