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Filing Details

Accession Number:: 0001638599-16-001278
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-08-15 18:02:24
Reporting Period:: 2016-08-15

Filing Date:: 2016-08-15
Accepted Time:: 2016-08-15 18:02:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1131324	Genomic Health Inc	GHDX	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	667 Madison Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1087940	Felix Baker	667 Madison Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	667 Madison Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	667 Madision Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1551132	Baker Bros. Investments Ii, L.p.	667 Madision Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1551136	Baker Bros. Investments, L.p.	667 Madision Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1551137	Baker/Tisch Investments, Lp	667 Madision Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1551138	14159, L.p.	667 Madision Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1551139	667, L.p.	667 Madision Avenue, 21St Floor New York NY 10065	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	667 Madision Avenue, 21St Floor New York NY New York	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-08-15	10,104	$27.02	1,758,289	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2016-08-15	89,896	$27.02	11,348,958	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	173,897	Indirect	See footnote
Common Stock	212,938	Indirect	See footnote
Common Stock	192,674	Indirect	See footnote
Common Stock	32,015	Indirect	See footnote
Common Stock	318,623	Indirect	See footnote

Footnotes

Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 173,897 shares of Common Stock of Genomic Health, Inc. (the "Issuer") directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker/Tisch Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 212,938 shares of Common Stock of the Issuer beneficially owned by Baker/Tisch Investments, L.P. ("Baker/Tisch"), a limited partnership of which the sole general partner is Baker/Tisch Capital, L.P., a limited partnership of which the sole general partner is Baker/Tisch Capital (GP), LLC, due to Baker/Tisch Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Tisch. Includes beneficial ownership of 10,527 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 8,250 shares which were received from exercise of 8,250 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Bros. Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 192,674 shares of Common Stock of the Issuer beneficially owned by Baker Bros. Investments, L.P. ("Baker Bros. Investments"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments. Includes beneficial ownership of 10,527 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 8,250 shares which were received from exercise of 8,250 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Bros. Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 32,015 shares of Common Stock of the Issuer beneficially owned by Baker Bros. Investments II, L.P. ("Baker Bros. Investments II"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments II. Includes beneficial ownership of 10,527 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 8,250 shares which were received from exercise of 8,250 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
As a result of Felix J. Baker's and Julian C. Baker's ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 318,623 shares of Common Stock of the Issuer beneficially owned by 14159, L.P. ("14159"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. Includes beneficial ownership of 10,527 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 8,250 shares which were received from exercise of 8,250 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
The price reported in Column 4 is a weighted average price. These shares were purchased by 667 in multiple transactions at prices ranging from $26.96 to $27.09, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
After giving effect to the transactions reported herein and as a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 1,758,289 shares of Common Stock of the Issuer beneficially owned by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Includes beneficial ownership of 10,527 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 8,250 shares which were received from exercise of 8,250 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
The price reported in Column 4 is a weighted average price. These shares were purchased by Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with Baker/Tisch, Baker Bros. Investments, Baker Bros. Investments II, 14159, and 667, the "Funds") in multiple transactions at prices ranging from $26.96 to $27.09, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
After giving effect to the transactions reported herein and as a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest 11,348,958 shares of Common Stock of the Issuer beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Includes beneficial ownership of 10,527 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 8,250 shares which were received from exercise of 8,250 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.