Form Type: 4

SEC EDGAR Link
Accession Number:0001638599-19-000403
Date:2019-04-01
Issuer: GENOMIC HEALTH INC (GHDX)
Original Submission Date:

Reporting Person:

BAKER BROS. ADVISORS LP
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER/TISCH INVESTMENTS, LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Reporting Person:

14159, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Reporting Person:

667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Reporting Person:

BAKER BROS. ADVISORS (GP) LLC
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER BROTHERS LIFE SCIENCES LP
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER FELIX
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Reporting Person:

BAKER BROS. INVESTMENTS II, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Reporting Person:

BAKER BROS. INVESTMENTS, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-04-01 A 298 a $66.84 184,339 indirect f2,f3,f4,f5,f11,f12,f13
COMMON STOCK 2019-04-01 A 298 a $66.84 50,796 indirect f2,f3,f4,f6,f11,f12,f13
COMMON STOCK 2019-04-01 A 298 a $66.84 169,385 indirect f2,f3,f4,f7,f11,f12,f13
COMMON STOCK 2019-04-01 A 298 a $66.84 262,353 indirect f2,f3,f4,f8,f11,f12,f13
COMMON STOCK 2019-04-01 A 298 a $66.84 1,333,275 indirect f2,f3,f4,f9,f11,f12,f13
COMMON STOCK 2019-04-01 A 298 a $66.84 8,412,478 indirect f2,f3,f4,f10,f11,f12,f13
COMMON STOCK 2019-04-01 0 $0.00 173,897 indirect f1
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 felix j. baker and julian c. baker may be deemed to have an indirect pecuniary interest in 173,897 shares of common stock ("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.
f2 149 shares of restricted stock (the "restricted stock") issued to felix j. baker and 149 shares of restricted stock issued to julian c. baker pursuant to the issuer's 2005 stock incentive plan, as amended (the "stock incentive plan") in lieu of director retainer fees of $10,000, respectively. the shares of restricted stock are fully vested. felix j. baker and julian c. baker serve on the issuer's board of directors as representatives of the funds (as defined below).
f3 pursuant to the policies of the adviser (as defined below), felix j. baker and julian c. baker do not have any right to the pecuniary interest in the issuer's securities issued in lieu of director retainer fees and the funds (as defined below)are entitled to an indirect proportionate pecuniary interest in the securities issued in lieu of director fees.
f4 baker/tisch investments, l.p. ("baker tisch"), baker bros. investments, l.p. ("baker bros. investments"), baker bros. investments ii, l.p. ("baker bros. investments ii"), 667, l.p. ("667"), baker brothers life sciences, l.p. ("life sciences") and 14159, l.p. ("14159", and together with baker tisch, baker bros. investments, baker bros. investments ii, 667, and life sciences, the "funds") each owns an indirect proportionate pecuniary interest in the shares of restricted stock. solely as a result of their ownership interest in the general partners of the general partners of the funds, felix j. baker and julian c. baker may be deemed to have an indirect pecuniary interest in the shares of restricted stock issued in lieu of director retainer fees (ie. no direct pecuniary interest).
f5 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 184,339 shares of common stock of the issuer beneficially owned by 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 16,277 shares issued pursuant to the stock incentive plan in lieu of director retainer fees and 24,750 shares which were received from exercise of 24,750 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.
f6 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 50,796 shares of common stock of the issuer beneficially owned by 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 16,277 shares issued pursuant to the stock incentive plan in lieu of director retainer fees and 24,750 shares which were received from exercise of 24,750 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.
f7 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 169,385 shares of common stock of the issuer beneficially owned by 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 16,277 shares issued pursuant to the stock incentive plan in lieu of director retainer fees and 24,750 shares which were received from exercise of 24,750 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.
f8 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 262,353 shares of common stock of the issuer beneficially owned by 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 16,277 shares issued pursuant to the stock incentive plan in lieu of director retainer fees and 24,750 shares which were received from exercise of 24,750 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.
f9 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 1,333,275 shares of common stock of the issuer beneficially owned by 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 16,277 shares issued pursuant to the stock incentive plan in lieu of director retainer fees and 33,000 shares which were received from exercise of 33,000 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.
f10 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 8,412,478 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 16,277 shares issued pursuant to the stock incentive plan in lieu of director retainer fees and 33,000 shares which were received from exercise of 33,000 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.
f11 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 managing members 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.
f12 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.
f13 the disclosure of the grant of restricted stock reported on this form is the sum of two grants totaling 298 shares. the 298 shares are reported for each of the funds as each has an indirect pecuniary interest.
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