FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if non longer Expires: September 30,
subject to Section 16. Form 4 or Estimated average burden
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See Instruction 1(b).
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(f) of the Investment Company Act of
1940
1. Name and Address of Reporting Person*
Roche Holdings, Inc.
(Last) (First) (Middle)
15 East North Street
(Street)
Dover DE 19901
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Genentech, Inc. (GNE)
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Statement for
Month/Year
2/97
5. If Amendment
Date of Original
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
X Form filed by One Reporting Person
---
Form filed by More than One Reporting Person
---
<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirecat
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Inst. 3 Indirect Owner-
Day/ (A or and 4) (l) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Callable Putable Common Stock 2/11/97 P 1,245,200 A $55.50 D
Callable Putable Common Stock 2/11/97 P 25,000 A $55.50 6,426,200 D
</TABLE>
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).
<TABLE>
FORM 4 (continued)Table II--Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature
tive Security sion or action action Deriva- Exer- Amount of of de- ship of
Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In-
(Instr. 3 cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct
Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi-
of Year) Acquired tion ties ities Bene- Secur- cial
Deri- (A) or Date (Instr. Bene- ficially ity Owner-
vative Disposed (Month/ 3 and ficially Owned Direct(D) ship
Secur- of (D) Day/ 4) Owned at End or In- (Instr.
ity (Instr. Year) at End of direct 4)
3, 4 and
5) Month (Instr. (Instr.
(Instr. 4) 4)
5)
Amount
Date Expir- Number
Exer- ration of
Code V (A) (D) cisable Date Title Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
**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.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
Roche Holdings, Inc.
By:
/s/Henri B. Meier March 6, 1997
-------------------------------- -------------------------
Dr. Henri B. Meier Date
Vice President, Finance Page 2
**Signature of Reporting Person SEC 1474 (7-96)
