Exhibit 4.1


 




	
  

  	
  NUMBER SHARES
  DATED: COUNTERSIGNED: BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. 1717 ARCH
  ST., STE. 1300, PHILADELPHIA, PA 19103 TRANSFER AGENT BY: AUTHORIZED
  SIGNATURE THIS CERTIFIES THAT: IS THE OWNER OF PROOF INCORPORATED UNDER THE
  LAWS OF THE STATE OF DELAWARE transferable on the books of the Corporation by
  the holder thereof in person or by duly authorized attorney upon surrender of
  this certificate duly endorsed or assigned. This certificate and the shares
  represented hereby are subject to the laws of the State of Delaware, and to
  the Certificate of Incorporation and Bylaws of the Corporation, as now or
  hereafter amended. This certificate is not valid until countersigned by the
  Transfer Agent. WITNESS the facsimile seal of the Corporation and the
  facsimile signatures of its duly authorized officers. C O M M O N S T O C K
  CUSIP 92337F 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS C FULLY PAID AND
  NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.001 PAR VALUE EACH OF VERACYTE,
  INC. SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER 

  






 










 




	
  

  	
  The following
  abbreviations, when used in the inscription on the face of this certificate,
  shall be construed as though they were written out in full according to
  applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN
  ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN
  - as joint tenants with right of under Uniform Gifts to Minors survivorship
  and not as tenants Act in common (State) Additional abbreviations may also be
  used though not in the above list. For Value Received, hereby sell, assign
  and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
  OF ASSIGNEE (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
  ASSIGNEE) Shares of the stock represented by the within Certificate, and do
  hereby irrevocably constitute and appoint Attorney to transfer the said stock
  on the books of the within named Corporation with full power of substitution
  in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
  CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
  COLUMBIA FINANCIAL PRINTING CORP. - www.stockinformation.com THE CORPORATION
  WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL
  STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
  OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE
  SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO
  DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE
  RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH
  REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER
  AGENT NAMED ON THIS CERTIFICATE. THE SIGNATURE TO THE ASSIGNMENT MUST
  CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
  MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
  A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH
  A SIGNATURE GUARANTEE MEDALLION PROGRAM.