13D Filing: Baker Bros. Advisors and Genomic Health Inc (GHDX)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 32)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

Amendment No. 32 to Schedule 13D

This Amendment No. 32 to Schedule 13D amends and supplements
the statements on the previously filed Schedule 13D, as amended, filed by Baker Bros. Advisors LP (the “Adviser”),
Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker, Felix J. Baker, and FBB Associates (“FBB”)
(collectively the “Reporting Persons”). Except as supplemented herein, such statements, as hereto amended and supplemented,
remain in full force and effect. Information given in response to each item shall be deemed incorporated by reference in all other
items, as applicable. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D,
as amended.

The Adviser GP is the sole general partner of the Adviser. Pursuant
to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”),
14159, L.P. (“14159”), 667, L.P. (“667”), Baker Bros. Investments, L.P. (“Baker Bros. Investments”),
Baker Bros. Investments II, L.P. (“Baker Bros. Investments II”), and Baker/Tisch Investments, L.P. (“Baker Tisch”,
and together with Life Sciences, 14159, 667, Baker Bros. Investments and Baker Bros. Investments II, the “Funds”),
and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion
and authority with respect to the investment and voting power of securities held by the Funds, and thus the Adviser has complete
and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.

The same Reporting Persons
had previously filed with Julian C. Baker as the lead Reporting Person; commencing with this filing, Baker Bros. Advisors LP will
be listed as the lead Reporting Person to improve clarity. The change in lead Reporting Person does not reflect any change in beneficial
ownership amongst the Reporting Persons.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of Schedule 13D is supplemented and amended, as the case
may be, as follows:

The disclosure in Item 4 below is incorporated herein by reference.

Item 4. Purpose of the Transaction.

Item 4 of Schedule 13D is supplemented and amended, as the case
may be, as follows:

On May 31, 2017, the Adviser acquired beneficial ownership of
8,250 shares of common stock of Genomic Health, Inc. (the “Issuer”), as a result of the exercise of 8,250 options to
purchase the Issuer’s common stock at $18.13 per share (the “Exercised Stock Options”) held directly by Julian
C. Baker. Julian C. Baker currently serves on the Issuer’s Board of Directors (the “Board”) as a representative
of the Funds. The policy of the Funds and the Adviser does not permit employees of the Adviser to receive compensation for serving
as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in the Exercised Stock Options. Julian
C. Baker, as an agent in his capacity as a director of the Issuer, entered into a proceeds agreement (the “Proceeds Agreement”)
with the Adviser on May 31, 2017. Pursuant to the Proceeds Agreement, Julian C. Baker agreed that, with respect to the Exercised
Stock Options and the common stock received as a result of the exercise of the Exercised Stock Options (the “Received Common
Stock”) on May 31, 2017, the Adviser will have dispositive power as well as the ability to control the timing of exercise
of the Exercised Stock Options and that any proceeds from the sale of the Received Common Stock will be remitted to the Adviser
net of brokerage commissions. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither
voting nor dispositive power and have no direct pecuniary interest in the Exercised Stock Options or the Received Common Stock.

Pursuant to the Proceeds Agreement, the Adviser funded Julian
C. Baker’s exercise of the Exercised Stock Options through loans from the Funds (the “Loan Agreements”). The
total amount expended on acquiring the Received Common Stock was $149,572.50.

In order to effect the exercise of the Exercised Stock Options,
on May 31, 2017, the Adviser entered into the Loan Agreements with the Funds pursuant to which 667, Life Sciences and 14159 loaned
$18,921.26, $123,242.22 and $3,261.53, respectively, totaling $145,425.01 to the Adviser for the purpose of acquiring the Received
Common Stock. The loan is due May 31, 2047, or earlier if the Received Common Stock are sold (“Due Date”), with interest
payable through the Due Date at a rate of 2.75% annually.

The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase additional securities of the Issuer or dispose of securities in varying
amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including
the availability of shares of common stock or other securities for purchase at particular price levels, the business prospects
of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions,
the attitudes and actions of the Board and management of the Issuer, the availability and nature of opportunities to dispose of
shares of the Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual
interest with the Issuer, which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may make suggestions to the management
of the Issuer regarding financing, and may acquire additional securities of the Issuer, including shares of common stock (by means
of open market purchases, privately negotiated purchases, exercise of some or all of the Stock Options (as defined below), or otherwise)
or may dispose of some or all of the securities of the Issuer, including shares of common stock, under their control.

Except as otherwise disclosed herein, at the present time, the
Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer
including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of this Schedule 13D is hereby amended and restated in
its entirety as follows:

(a) and (b) Items 7 through 11 and 13 of each
of the cover pages of this Amendment No. 32 are incorporated herein by reference. Set forth below is the aggregate number of shares
of common stock of the Issuer directly held by each of the Funds and the percentage of the Issuer’s outstanding shares of
common stock such holdings represent. The information set forth below is based upon 34,342,231 shares of common stock outstanding
as of April 30, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on May 10, 2017. Such percentage figures are
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

The Adviser GP, Felix J. Baker and Julian
C. Baker as principals of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly
held by the Funds, and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition
of such securities. Julian C. Baker and Felix J. Baker are also the sole partners of FBB, a general partnership, and as such may
be deemed to be beneficial owners of shares of common stock directly held by FBB and may be deemed to have the power to vote or
direct the vote and dispose or direct the disposition of those shares.

The Reporting Persons disclaim beneficial
ownership of the securities directly held by each of the Funds, and this Amendment No. 32 shall not be deemed an admission that
the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose.

Julian C. Baker and Felix J. Baker are Directors
of the Issuer. Julian C. Baker serves as the Chair of the Nominating and Corporate Governance Committee and Felix J. Baker serves
as the Chair of the Compensation Committee and serves on the Science & Technology Committee of the Issuer’s Board.

Felix J. Baker and Julian C. Baker serve on the Issuer’s
Board as representatives of the Funds. Due to the agreements and policies of the Funds, Felix J. Baker and Julian C. Baker do not
have any right to receive any profits from any securities received as compensation for serving as Directors of the Issuer and therefore
have no pecuniary interest in the common stock, shares of restricted stock received in lieu of director retainer fees (“Restricted
Stock”) or options to purchase common stock of the Issuer (“Stock Options”) received by Felix J. Baker or Julian
C. Baker as director compensation. The Funds are entitled to the pecuniary interest in such common stock, Restricted Stock and
Stock Options as each holds an indirect pecuniary interest. Felix J. Baker and Julian C. Baker, solely as a result of their ownership
interest in the general partners of the general partners of the Funds, may be deemed to have an indirect pecuniary interest in
such common stock, Restricted Stock and Stock Options (i.e. no direct pecuniary interest).

The Adviser has voting and investment power over the common
stock, Restricted Stock and Stock Options held by Julian C. Baker and Felix J. Baker received as director compensation. The Adviser
GP, and Felix J. Baker and Julian C. Baker as principals of the Adviser GP, may be deemed to have the power to vote or direct the
vote of and the power to dispose or direct the disposition of such common stock, Restricted Stock and Stock Options held by Julian
C. Baker and Felix J. Baker received as director compensation.

(c) Except as disclosed herein or in any previous
amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities
of the Issuer during the past 60 days.

(d) Certain securities of the Issuer are held
directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership
the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members
of Baker Biotech Capital (GP), LLC.

Certain securities of the Issuer are held
directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P.,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and
Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC.

Certain securities of the Issuer are held
directly by 14159, a limited partnership the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole
general partner of which is 14159 Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital
(GP), LLC.

Certain securities of the Issuer are held
directly by FBB, a general partnership the sole members of which are Julian C. Baker and Felix J. Baker.

Certain securities of the Issuer are held
directly by Baker Bros. Investments, a limited partnership the sole general partner of which is Baker Bros. Capital, L.P., a limited
partnership the sole general partner of which is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling
members of Baker Bros. Capital (GP), LLC.

Certain securities of the Issuer are held
directly by Baker Bros. Investments II, a limited partnership the sole general partner of which is Baker Bros. Capital, L.P., a
limited partnership the sole general partner of which is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are
the controlling members of Baker Bros. Capital (GP), LLC.

Certain securities of the Issuer are held
directly by Baker Tisch, a limited partnership the sole general partner of which is Baker/Tisch Capital, L.P., a limited partnership
the sole general partner of which is Baker/Tisch Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members
of Baker/Tisch Capital (GP), LLC.

Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.

Item 6 of this Schedule 13D is hereby supplemented and amended,
as the case may be, as follows:

The disclosure in Item 4 is incorporated
by reference herein.

The Proceeds Agreement and the Loan Agreement are filed as Exhibits
99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

 SIGNATURE

After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 1, 2017

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