300 300 243-6300 ☐ ☐ ☐ ☐ ☐ (Do not check if a smaller reporting company) Title of Each Class of Securities to be Registered Amount to be Proposed Proposed Amount of Common Stock, par value $0.001 per share 4,907,975 shares $ 10.14 $ 49,766,866.50 $ 5782.91 The information in this prospectus is not complete and may be changed. 1, 2018 applicable prospectus supplement. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Global Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. decision. San Francisco, California and Austin, Texas, which are each certified under the Clinical Laboratory Improvement Amendments of 1988. Shares Beneficially Shares Shares Beneficially Name and Address Number Percent Number Number Percent Deerfield Special Situations Fund, L.P. (3) 736,196 2.7 % 736,196 — — Entities affiliated with Longwood Capital Partners LLC (4) 710,077 2.6 % 613,497 96,580 * 2B LLC (5) 42,945 * 42,945 — — venBio Select Fund LLC (6) 570,552 2.1 % 570,552 — — Entities affiliated with Camber Capital Management, LLC (7) 1,226,994 4.5 % 1,226,994 — — P Consonance Opportunities LTD (8) 61,350 * 61,350 — — Altairis Offshore Levered (9) 429,447 1.6 % 429,447 — — Eventide Asset Management, LLC (10) 2,008,298 7.3 % 490,798 1,517,500 5.5 % Broadfin Healthcare Master Fund, LTD (11) 736,196 2.7 % 736,196 — — stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. PART II SEC Registration Fee $ 5,782.91 Legal fees and expenses 20,000.00 Accounting fees and expenses 30,000.00 Printing and miscellaneous fees and expenses 14,217.09 $ 70,000.00 1933. Undertakings. (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned SIGNATURES VERACYTE, INC. Name May /s/ Chief Financial Officer (Principal Financial and Accounting Officer) May Fred E. Cohen, M.D., /s/ May Robert S. Epstein, M.D., /s/ May Tina S. Nova, Ph. D.
________________________________ Delaware 20-5455398 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) 20-5455398(I.R.S. Employer
Identification Number)7000250California,CA 94080243- 6300
243-6300PresidentVERACYTE, INC.7000250California,CA 94080243- 6300Copies to:GabriellaCopies to: LombardiFreedman, Esq.Pillsbury Winthrop Shaw Pittman LLP2550 Hanover StreetPalo Alto,555 California 94304Telephone: (650) 233-4500Street Stanton D. WongPillsbury Winthrop Shaw Pittman LLPP.O. Box 2824
San Francisco, California 9412694014 Telephone: (415) 983-1000875-2300Julie A. BrooksExecutive Vice President, General Counsel and SecretaryVeracyte, Inc.7000 Shoreline Court, Suite 250South San Francisco, California 94080(650) 243- 6300oooooregistrantRegistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Securities Exchange Act.Act of 1934, as amended. (Check one):oxxoSmaller reporting company ¨
Registered
Maximum Offering
Price Per Share(1)
Maximum
Aggregate Offering
Price(1)
Registration Fee(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 based on the average of the high and low prices of the Registrant’s Common Stock on The NASDAQ Global Market on May 18, 2015.Title of Each Class of Securities to be Registered Amount to be Registered(1)(2) Proposed Maximum Aggregate Offering Price Per Security(3) Proposed Maximum Aggregate Offering Price(3) Amount of Registration Fee(4) Common Stock, par value $0.001 per share Preferred Stock, par value $0.001 per share Debt Securities Warrants Subscription Rights Units Total $125,000,000 $15,562.50 (1) (2) Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional securities that may be offered or issued as a result of stock splits, stock dividends, or similar transactions. (3) Not specified as to each class of securities to be registered pursuant to General Instruction II.D. of Form S-3. (4) Calculated in accordance with Rule 457(o) under the Securities Act. of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.The selling stockholdersWe may not sell any of these securities until the registration statement filed with Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.toTo Completion, Dated May 21, 20154,907,975 Shares
Debt Securities, Warrants,selling stockholders identified inpreferred stock, debt securities and warrants may be convertible into or exercisable or exchangeable for common or preferred stock or debt securities. The subscription rights may be exercisable for common or preferred stock. The aggregate initial offering price of all securities sold under this prospectus will not exceed $125,000,000.sell upnot be used to an aggregate of 4,907,975 shares of our common stock.Our registration of the shares of our common stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of the shares of our common stock. The selling stockholders may sell the shares of our common stock covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be usedthese securities unless accompanied by the selling stockholders, you should refer to the information under the heading “Plan of Distribution” on page 4 of this prospectus. We will not receive any of the proceeds from the sale of the shares of our common stock by the selling stockholders.NASDAQNasdaq Global Market under the symbol “VCYT.” On May 20, 2015,April 30, 2018, the last reported sale price of our common stock on The NASDAQNasdaq Global Market was $10.79$6.06 per share.beginning on page 23 of this prospectus. You should carefully review the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents we incorporatethat are incorporated or deemed incorporated by reference into this prospectus.before making your investment decision.may be offered and sold to or through underwriters, dealers or agents as designated from time to time, or directly to one or more other purchasers or through a combination of such methods. See “Plan of Distribution” on page 14. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.securities commission hasregulators have approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
________________________________ 20152018.Page22234667have not authorized anyonemay also authorize one or more free writing prospectuses to providebe provided to you in connection with these offerings. Any prospectus supplement and any free writing prospectus may also add, update or change information other than that contained in this prospectus. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, the accompanying prospectus supplement and any free writing prospectus, together with the additional information described under the heading “Where You Can Find More Information,” before making your investment decision.applicableaccompanying prospectus supplement or in any related free writing prospectus preparedfiled by or on behalf of us orwith the SEC. We have not authorized anyone to which we have referred you. We take no responsibility for,provide you with different information. This prospectus and can provide no assurance as to the reliability of, any other information that others may give you. We areaccompanying prospectus supplement do not makingconstitute an offer to sell theseor the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any jurisdiction where thecircumstances in which such offer or salesolicitation is not permitted.unlawful. You should assume that the information appearing in this prospectus, and any prospectus supplement, orthe documents incorporated by reference and any related free writing prospectus is accurate only as of the dates of those documents.their respective dates. Our business, financial condition, operating results of operations and prospects may have changed materially since those dates.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” and its subsidiaries. Afirma, Percepta, the Veracyte logo, Afirma, Percepta, Envisia and our other registered or common law trademarks, service marks, or trade names appearing in this prospectus are the Afirma logo are our trademarks or registered trademarks.property of Veracyte, Inc. This prospectus and the documents incorporated by reference into this prospectus may also contain trademarks and trade names that are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply relationships with, or endorsements or sponsorship of us by, these other companies.When we refer to the selling stockholders in this prospectus, we are referring to the stockholder identified in the table under the heading “Selling Stockholders” herein as well as its donees, pledgees, transferees or other successors-in-interest that received shares of our common stock after the date of this prospectus from the selling stockholders pursuant to a gift, a pledge, a partnership distribution or other transfer (other than a public sale).Investing in our common stock involves risk. Prior to making a decision about investing in our common stock, you should carefully considerappearing orthat you should consider before investing in our securities. You should carefully read this entire prospectus and the information incorporated by reference in this prospectus, including “Risk Factors” and the risk factorsfinancial data and related notes and other information incorporated by reference, to our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The occurrence of any of these risks or additional risks and uncertainties that are not currently known to us or that we currently consider immaterial may cause you to lose all or part of yourbefore making an investment in our common stock.molecularleading genomic diagnostics company pioneering the fieldthat provides trustworthy and actionable answers that fundamentally improve patient care when current diagnostic test results are uncertain. Our products uniquely combine genomic technology, clinical science and machine learning to provide answers that give physicians and patients a clear path forward without risky, costly surgery that is often unnecessary. Our vision is to lead a transformation of molecular cytology with genomic solutions that resolve diagnostic ambiguity and enable physicians to make more informed treatment decisions at an early stage in patient care. We believe that diagnostic ambiguity is a significant problem impacting our healthcare system, resulting in hundreds of thousands of patients undergoing unnecessary, invasive procedures and wasting billions of healthcare dollars each year. We target diseases in which large numbers of patients undergo invasive and costly diagnostic procedures that could be avoideddiagnostics with a more accurate diagnosis from a cytology sample taken preoperatively. Bynew genomic standard of truth, providing answers that illuminate the pathway to health. Our goal is to drive stockholder value by improving diagnosis preoperatively,patient outcomes and reducing the cost of healthcare.help patients avoid unnecessary invasive procedureshave commercialized three genomic classifiers that we believe are transforming diagnostics: the next-generation Afirma Genomic Sequencing Classifier, and surgeries while reducing healthcare costs. We are focused onits predecessor, the continued growth of our endocrinology franchise, and we recently entered into our second clinical indication, pulmonology, withAfirma Gene Expression Classifier, for thyroid cancer; the launch of our Percepta Bronchial Genomic Classifier for lung cancer; and the Envisia Genomic Classifier for idiopathic pulmonary fibrosis. Collectively, we believe these three tests address a $2 billion global market opportunity. Patients typically access our tests through their physician during the diagnostic process. All of our testing services are made available through our clinical reference laboratories located in April 2015.70006000 Shoreline Court, Suite 250,300, South San Francisco, California 94080 and our telephone number is (650) 243-6300. Our website address is www.veracyte.com. We do not incorporate the information on, or accessible through, our website into this prospectus, and you should not consider any information on, or accessible through, our website as part of this prospectus. Year Ended December 31, 2013 2014 2015 2016 2017 Ratio of earnings to fixed charges(1)(2) NM NM NM NM NM NM (1) The ratio of earnings to fixed charges is computed by dividing loss before taxes plus fixed charges by fixed charges. Fixed charges consist of interest expense (including interest expense from capital leases), debt financing expense, end-of-term debt obligation and prepayment penalty expense and the estimated portion of rental expense deemed by us to be representative of the interest factor of rental payments under operating leases. Earnings were insufficient to cover fixed charges by approximately $25.6 million, $29.4 million, $33.7 million, $31.4 million, $31.0 million and $9.2 million for the years ended December 31, 2013, 2014, 2015, 2016 and 2017 and the three months ended March 31, 2018, respectively. (2) NM—Not meaningful. sharessecurities offered by this prospectus for general corporate purposes. General corporate purposes may include additions to working capital, financing of capital expenditures, repayment or redemption of existing indebtedness, and future acquisitions and strategic investment opportunities. Unless we state otherwise in the selling stockholders. Allapplicable prospectus supplement, pending the application of net proceeds, fromwe expect to invest the salenet proceeds in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the shares will be forU.S. government.accountsgeneral terms and provisions of the selling stockholders. See “Selling Stockholders” and “Plan of Distribution.”On April 28, 2015, we sold to the selling stockholders 4,907,975 shares of our common stock, par value $0.001 per share. This description is only a summary and is qualified in a private placement, pursuantits entirety by reference to a securities purchase agreement with the selling stockholders. The registration statement to which this prospectus relates is being filed pursuant to a registration rights agreement we entered into with the selling stockholders.The following table sets forth, to our knowledge, certain information as of May 11, 2015 regarding the beneficial ownershipdescription of our common stock incorporated by reference in this prospectus. Our restated certificate of incorporation and our bylaws have been filed as exhibits to our periodic reports filed with the selling stockholdersSEC, which are incorporated by reference in this prospectus. You should read our restated certificate of incorporation and the shares being offered by the selling stockholders. Information with respect to beneficial ownership is based uponour bylaws for additional information obtained from the selling stockholders. Information with respect to shares owned beneficially after the offering assumes the sale of all of the shares offered and no other purchases or salesbefore you buy any of our common stock or other securities. See “Where You Can Find More Information.”The selling stockholders may offer and sell some, all or noneAs of their shares.
Owned
Prior to Offering (1)(2)
Being
Offered
Owned After Offering*Less than 1%.(1)Based on 27,462,532 shares of our common stock outstanding as of May 1, 2015.(2)To our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws, where applicable, and the information contained in the footnotes to this table.(3)James E. Flynn has voting and investment power over of all of the shares held by Deerfield Special Situations Fund, L.P. Mr. Flynn disclaims beneficial ownership over all of the shares held by Deerfield Special Situations Fund, L.P., except to the extent of his pecuniary interest therein. The address for Deerfield Special Situations Fund, L.P is 780 Third Avenue, 37th Floor, New York, New York 10017.(4)Shareholdings consist of 429,672 shares held by Longwood Capital, LP, 184,141 shares held by Longwood Shares Opportunity Fund, LP and 96,264 shares held by 2B LLC. Shares offered consist of 429,448 shares held by Longwood Capital, LP and 184,049 shares held by Longwood Opportunity Fund, LP. Richard Lin is the Managing Member of Longwood Capital Partners LLC, the general partner of Longwood Capital, LP and Longwood Opportunity Fund, LP and an investment manager for 2B LLC and has voting and investment power over all of the shares held by Longwood Capital, LP and Longwood Opportunity Fund, LP and the 96,264 shares held by 2B LLC but does not have voting or investment power over the shares held by 2B LLC described in footnote 5 below. Mr. Lin disclaims beneficial ownership over all of the shares held by Longwood Capital, LP, Longwood Opportunity Fund, LP and 2B LLC, except to the extent of his pecuniary interest therein.(5)J. Darius Bikoff, a Member of 2B LLC, has voting and investment control over all the shares held by 2B LLC. Mr. Bikoff disclaims beneficial ownership over all the shares held by 2B LLC, except to the extent of his pecuniary interest therein.(6)Behzad Aghazadeh, the portfolio manager of venBio Select Fund LLC, has voting and investment power over all of the shares held by venBio Select Fund LLC. Mr. Aghazadeh disclaims beneficial ownership over all of the shares held by venBio Select Fund LLC, except to the extent of his pecuniary interest therein.(7)Shareholdings consist of 1,181,718 shares held by Camber Capital Master Fund, LP, 8,834 shares held by Camber Capital Fund II, LP, and 36,442 shares held by Arthur J. Remillard Jr. Trust. Camber Capital Management, LLC has voting and investment power over all of the shares held by Camber Capital Master Fund, LP, Camber Capital Fund II, LP and Arthur J. Remillard Jr. Trust. Camber Capital Management, LLC disclaims beneficial ownership over all of the shares held by Camber Capital Master Fund, LP, Camber Capital Fund II, LP and Arthur J. Remillard Jr. Trust, except to the extent of any pecuniary interest therein.(8)Consonance Capital Opportunity Fund Management LP has voting and investment power over all the shares held by P Consonance Opportunities LTD. Consonance Capital Opportunity Fund Management LP disclaims beneficial ownership over all of the shares held by P Consonance Opportunities LTD, except to the extent of any pecuniary interest therein.(9)Polar Securities Inc. serves as investment advisor to Altairis Offshore Levered and has voting and investment control over all the shares held by Altairis Offshore Levered. Polar Securities Inc. disclaims beneficial ownership over all of the shares held by Altairis Offshore Levered except to the extent of its pecuniary interest therein.(10)Shareholdings consist of 1,193,431 shares held by Eventide Gilead Fund and 814,867 shares held by Eventide Healthcare & Life Sciences Fund, each of which is a registered investment company for which Eventide Asset Management, LLC acts as investment adviser. Eventide Asset Management, LLC has voting and investment power with respect to all of such shares. The address of Eventide Asset Management, LLC is 60 State Street, Suite 700, Boston, Massachusetts, 02109. Of the shares offered, Eventide Gilead Fund holds 381,731 shares and Eventide Healthcare & Life Sciences Fund holds 109,067 shares.(11)Broadfin Capital, LLC serves as investment adviser to Broadfin Healthcare Master Fund, LTD with the power to direct investments and/or sole power to vote the shares owned by Broadfin Healthcare Master Fund, LTD. Kevin Kotler is the Managing Member of Broadfin Capital, LLC. Mr. Kotler has voting and dispositive power over the shares held by Broadfin Healthcare Master Fund, LTD. Mr. Kotler disclaims beneficial ownership of all shares beneficially owned, except to the extent of his pecuniary interests in such shares.We are registering theMarch 31, 2018, there were 34,326,808 shares of common stock issued to the selling stockholders to permit the resale of these sharesand outstanding. Each holder of common stock byis entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our restated certificate of incorporation. This means that the holders of a majority of the shares voted can elect all of the directors then standing for election. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available at the times and in the amounts that our board of directors may determine from time to time. Upon our liquidation, dissolution or winding-up, the holders of common stock from timeare entitled to timeshare ratably in all assets remaining after payment of all liabilities and the dateliquidation preferences of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of commonoutstanding preferred stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.The selling stockholders may sell all or a portion of the sharesHolders of common stock beneficially owned by them and offered hereby from timehave no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to time directly or through one or more underwriters, broker-dealers or agents. If the common stock. All outstanding shares of common stock are sold through underwritersfully paid and nonassessable.broker-dealers,discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors.selling stockholders, up to 5,000,000 shares of undesignated preferred stock;responsibletendered in a tender or exchange offer; orunderwriting discountsour common stock is Broadridge Corporate Issuer Solutions, Inc.commissions or agent’s commissions. Therestrictions as our board of directors may authorize, without further action by our stockholders, including:common stock maythe series and the terms and conditions of the voting rights;sold on any national securities exchange or quotation servicecumulative, and the dates from and after which dividends shall accumulate;securitiesshares of the series may be listedredeemed, if the shares are redeemable;quoted atpurchase fund for the timepurchase or redemption of sale,shares of the series, if such a fund is provided;over-the-counter marketevent of the liquidation, dissolution or winding up of, or upon the distribution of any of our assets; andtransactions otherwise than on these exchanges or systems ora prospectus supplement. Any material United States federal income tax consequences and other special considerations with respect to any preferred stock offered under this prospectus will also be described in the over-the-counter marketapplicable prospectus supplement.transactions at fixed prices, at prevailing market prices at the timeseries. These debt securities that we may issue include senior debt securities, senior subordinated debt securities, subordinated debt securities, convertible debt securities and exchangeable debt securities. The following is a summary of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions which may involve crosses or block transactions. The selling stockholders may use any one or morematerial provisions of the following methods when selling shares:·ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;·block trades in which the broker-dealer will attemptform of indenture filed as an exhibit to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;·an exchange distribution in accordance with the rules of the applicable exchange;·privately negotiated transactions;·settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;·broker-dealerspart. For each series of debt securities, the applicable prospectus supplement for the series may agreechange and supplement the summary below.selling stockholderstrustee a certificate, signed by one of our officers, stating whether or not the officer knows of any default by us in the performance, observance or fulfillment of any condition or covenant of the indenture.sellholders of any series of debt securities that have not already been delivered to the trustee for cancellation and that have either become due and payable or are by their terms to become due and payable, or are scheduled for redemption, within one year. We may effect a specified numberdischarge by irrevocably depositing with the trustee cash or government obligations, as trust funds, in an amount certified to be enough to pay when due, whether at maturity, upon redemption or otherwise, the principal of, and any premium and interest on, the debt securities and any mandatory sinking fund payments.shares at a stipulated price per share;·throughresult would not occur under the writingU.S. federal income tax laws in effect on that date.settlementdecrease our obligations under the indenture as described in the two preceding paragraphs, we may not avoid, among other things, our duty to register the transfer or exchange of optionsany series of debt securities, to replace any temporary, mutilated, destroyed, lost or stolen series of debt securities or to maintain an office or agency in respect of any series of debt securities.hedging transactions, whetherthings:options are listedother provisions as may be expressly required by the Trust Indenture Act; andan optionsany debt security when due;otherwise;·for waivers of compliance with or defaults under the indenture with respect to debt securities of that series.combinationmajority in aggregate principal amount of the then outstanding debt securities of any series, by notice to the relevant trustee, may on behalf of the holders of the debt securities of that series waive any default and its consequences under the indenture except:methodsdebt security held by a nonconsenting holder; orsale;a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security of each series affected.· Book Entry Systemother method permitted pursuantregistered global securities with a depositary or with a nominee for a depositary identified in the applicable prospectus supplement and registered in the name of such depositary or nominee. In such case, we will issue one or more registered global securities denominated in an amount equal to applicable law.Tablethe aggregate principal amount of ContentsThe selling stockholders alsoall of the debt securities of the series to be issued and represented by such registered global security or securities. This means that we will not issue certificates to each holder.resell allnot be transferred except as a whole:sharesseries represented by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for debt securities:open market transactionsa registered global security will be limited to persons that have accounts with the depositary for such registered global security, these persons being referred to as “participants,” or persons that may hold interests through participants;reliancethe distribution of the debt securities will designate the accounts to be credited; andRule 144the instructions of beneficial owners holding through them.permittedamended, or the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary within 90 days, we will issue the debt securities in definitive form in exchange for the registered global security. In addition, we may at any time and in our sole discretion decide not to have any of the debt securities of a series represented by one or more registered global securities. In that rule,event, we will issue debt securities of the series in a definitive form in exchange for all of the registered global securities representing the debt securities. The trustee will register any debt securities issued in definitive form in exchange for a registered global security in the name or Section 4(1)names as the depositary, based upon instructions from its participants, shall instruct the trustee.Securities Act, if available, rather thanindenture, each for one or more series of debt securities. If there are different trustees for different series of debt securities, each trustee will be a trustee of a trust under the indenture separate and apart from the trust administered by any other trustee under that indenture. Except as otherwise indicated in this prospectus provided that they meetor any prospectus supplement, any action permitted to be taken by a trustee may be taken by such trustee only on the criteriaone or more series of debt securities for which it is the trustee under the indenture. Any trustee under the indenture may resign or be removed from one or more series of debt securities. All payments of principal of, and conform toany premium and interest on, and all registration, transfer, exchange, authentication and delivery of, the requirementsdebt securities of those provisions.Broker-dealers engageda series will be effected by the selling stockholders may arrangetrustee for other broker-dealers to participatethat series at an office designated by the trustee in sales. New York, New York.selling stockholders effecttrustee becomes a creditor of ours, the indenture places limitations on the right of the trustee to obtain payment of claims or to realize on property received in respect of any such transactionsclaim as security or otherwise. The trustee may engage in other transactions. If it acquires any conflicting interest relating to any duties concerning the debt securities, however, it must eliminate the conflict or resign as trustee.sellingand construed in accordance with, the laws of the State of New York.broker-dealersor dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus supplement.broker-dealersin connection with the securities offered in the prospectus supplement. We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer.selling stockholdersunderwriters or commissions from purchasers of the shares of common stockpurchasers for whom they may act as agent or to whom they may sell as principal. Such commissionsagent.be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus,provide in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealersapplicable prospectus supplement information regarding any underwriting discounts or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place after the datecompensation that this registration statement is declared effective by the Securities and Exchange Commission,we pay to underwriters or SEC, the selling stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed sharesagents in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.The selling stockholdersoffering, and any broker-dealerdiscounts, concessions or commissions that underwriters allow to dealers. Underwriters, dealers and agents participating in the securities distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, orunderwriters, and any discounts, commissions or concessions allowed to, any such broker-dealer or agentthey receive and any profit they realize on the resale of the shares purchased by themsecurities may be deemed to be underwriting discounts and commissions or discounts under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunderUnderwriters and their controlling persons, dealers and agents may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5entitled, under the Securities Exchange Act of 1934, or the Exchange Act.Each selling stockholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon a selling stockholder notifying us in writing that any material arrangement has beenagreements entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplementus, to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholderindemnification against and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%).Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders againstcontribution toward specific civil liabilities, including liabilities under the Securities Act,Act. Some of the underwriters, dealers or agents who participate in the securities distribution may engage in other transactions with, and perform other services for, us in the ordinary course of business.arise from any written information furnishedinclude over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to usthem. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling stockholders specifically for useconcessions allowed to dealers participating in this prospectus, in accordance with the registration rights agreement, or weoffering may be entitledreclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to contribution.the common stockany securities offered by this prospectus is beingwill be passed upon for us by Pillsbury Winthrop Shaw PittmanFenwick & West LLP, San Francisco and Palo Alto,Mountain View, California.EXPERTS Counsel representing any underwriters, dealers or agents will be named in the applicable prospectus supplement.consolidated financial statements as of and for the year ended December 31, 2014 included in our Annual Report on Form 10-K for the year ended December 31, 2014,2017, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’sLLP's report, given on their authority as experts in accounting and auditing.The financial statements as of December 31, 2013 and for each of the two years in the period ended December 31, 2013 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2014 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.The audited historical financial statements of Allegro Diagnostics Corp. included in Veracyte, Inc.’s Current Report on Form 8-K/A dated September 16, 2014 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.6with the SEC under the Securities Act.Act with respect to the securities offered hereby. This prospectus, iswhich constitutes a part of the registration statement, butdoes not contain all of the information set forth in the registration statement, includes and incorporatesthe exhibits filed therewith or the documents incorporated by reference additionaltherein. For further information about us and exhibits. We file annual, quarterlythe securities offered hereby, reference is made to the registration statement, the exhibits filed therewith and current reports, proxy statementsthe documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other information withdocument filed as an exhibit to the SEC. You may read andregistration statement. A copy of the registration statement and any other document we file with the SECexhibits filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E.,NE, Washington, D.C. 20549. YouDC 20549, and copies of all or any part of the registration statement may obtainbe obtained from that office. Please call the SEC at 1-800-SEC-0330 for further information on the operation ofabout the public reference room by calling the SEC at 1-800-SEC-0330.room. The SEC also maintains a web sitewebsite that contains reports, proxy and information statements and other information regarding companies, such as ours,registrants that file documents electronically with the SEC. The address of that site on the world wide webwebsite is http://www.sec.gov. Theonand reporting requirements of the Exchange Act, and, in accordance with this law, file periodic reports and other information with the SEC. These periodic reports and other information are available for inspection and copying at the SEC’s web sitepublic reference facilities and the website of the SEC referred to above. We also maintain a website at www.veracyte.com. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and any references tothe inclusion of our website address in this web site or any other web site areprospectus is an inactive textual referencesreference only.·2014;·2017, filed with the SEC on February 27, 2018;2015;·2018, filed with the SEC on May 1, 2018;September 14, 2014 (as amended on November 6, 2014, December 10, 2014January 8, 2018 (only the portion disclosed pursuant to Item 8.01) and May 21, 2015), January 12, 2015, March 5, 2015, March 13, 2015, March 31, 2015, April 7, 2015, April 24, 2015February 28, 2018; and May 1, 2015; and·70006000 Shoreline Court, Suite 250,300, South San Francisco, California 94080.94080, telephone (650) 243-6300. We will not, however, send exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents.7Information Not Required In Prospectusregistered. Normal commission expensesregistered, other than underwriting discounts and brokeragecommissions.SEC Registration Fee(1) $ 15,562.50 FINRA Filing Fee 19,250.00 Transfer Agent and Registrar and Trustee Fees * Printing Expenses * Legal Fees and Expenses * Accounting Fees and Expenses * Miscellaneous * Total $ * payable individually bycalculated based on the selling stockholders. All amounts aresecurities offered and the number of issuances and, accordingly, cannot be estimated except the SEC registration fee.State of Delaware (the “DGCL”) provides for the indemnification of officers, directors, and other corporate agents in termsGeneral Corporation Law are sufficiently broad to indemnify such personspermit indemnification under certain circumstances for liabilities, (includingincluding reimbursement forof expenses incurred)incurred, arising under the Securities Act of 1933. Article VIIIRegistrant’s Restated Certificatedirector’s duty of Incorporation and Article 6loyalty to the Registrant or its stockholders;Amendedamended and Restated Bylawsrestated bylaws provide that:employees and other agents to the extent andfor liabilities arising under the circumstances permitted by the DGCL. The Registrant has also entered into agreements with its directors and officers that will require the Registrant, among other things, to indemnify them against certain liabilities that may arise by reasonSecurities Act of their status or service as directors or officers to the fullest extent not prohibited by law.Exhibits.Exhibits.Exhibit No.Description4.2Exhibit No. Registration Rights Agreement, dated asDescription1.1* Form of April 22, 2015 (IncorporatedUnderwriting Agreement.5.14.2* Form of Debt Security. 4.3* Form of Warrant Agreement and Warrant Certificate. 4.4* Form of Specimen Preferred Stock Certificate. 4.5* Form of Subscription Rights Agreement and Subscription Rights Certificate. 4.6* Form of Unit Agreement and Unit Certificate. 23.123.223.3Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.23.4Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.24.125.1+ Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939. Undertakings.registrantRegistrant hereby undertakes:sectionSection 10(a)(3) of the Securities Act of 1933;, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrantRegistrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.(A)registrantRegistrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and(B)sectionSection 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however,, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.registrantRegistrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:Thesecurities, the undersigned registrantRegistrant undertakes that in a primary offering of securities of the undersigned registrantRegistrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrantRegistrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:registrantRegistrant relating to the offering required to be filed pursuant to Rule 424;registrantRegistrant or used or referred to by the undersigned registrant;Registrant;registrantRegistrant or its securities provided by or on behalf of the undersigned registrant;Registrant; andregistrantRegistrant to the purchaser.registrant’sRegistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.registrantRegistrant pursuant to any charter provision, by lawthe foregoing provisions, or otherwise, the registrantRegistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrantRegistrant of expenses incurred or paid by a director, officer or controlling person of the registrantRegistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrantRegistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.II-321, 2015.2018.VERACYTE, INC.By:By: /s/ BONNIE H. ANDERSON Bonnie H. AndersonPresidentShelly D. Guyer,Keith Kennedy, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.NameTitleDateTitle Date /s/ BonnieBONNIE H. AndersonANDERSONPresident,Chairman and Chief Executive Officer (Principal Executive Officer) and Director21, 2015Shelly D. Guyer21, 2015Shelly D. Guyer/s/ JOHN L. BISHOP Lead Independent Director May 1, 2018 /s/ Brian G. AtwoodChairman of Board of DirectorsMay 21, 2015Brian G. Atwood/s/ DirectorMay 21, 2015John L. BishopDirector May 1, 2018 /s/ Fred E. CohenDirectorMay 21, 2015D.Phil./s/ KARIN EASTHAM Director May 1, 2018 /s/ Karin EasthamDirectorMay 21, 2015Karin EasthamRobertROBERT S. EpsteinDirector Director21, 2015M.S./s/ KEVIN K. GORDON Director May 1, 2018 /s/ Evan JonesDirectorMay 21, 2015Evan JonesDirector May 1, 2018 Evan Jones Jesse I. TreuDirector Director21, 2015/s/ JESSE I. TREU, PH.D. Director May 1, 2018 Jesse I. Treu, Ph.D. EXHIBIT INDEXExhibit No.Description4.2Registration Rights Agreement, dated as of April 22, 2015 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form8-K filed on April 24, 2015).5.1Opinion of Pillsbury Winthrop Shaw Pittman LLP.23.1Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).23.2Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.23.3Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.23.4Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.24.1Power of Attorney (included on the signature page hereof).