Form Type: 4

SEC EDGAR Link
Accession Number:0001638599-19-000416
Date:2019-04-03
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 BROS. INVESTMENTS, L.P.
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

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 2019-04-03 S 1,374 d $68.90 182,965 indirect f3,f9,f10,f11
COMMON STOCK 2019-04-03 S 93 d $68.90 50,703 indirect f4,f9,f10,f11
COMMON STOCK 2019-04-03 S 1,230 d $68.90 168,155 indirect f5,f9,f10,f11
COMMON STOCK 2019-04-03 S 2,121 d $68.90 260,232 indirect f6,f9,f10,f11
COMMON STOCK 2019-04-03 S 12,305 d $68.90 1,320,970 indirect f7,f10,f11,f14
COMMON STOCK 2019-04-03 S 80,146 d $68.90 8,332,332 indirect f8,f10,f11,f14
COMMON STOCK 2019-04-04 S 1,145 d $66.64 181,820 indirect f3,f9,f10,f11
COMMON STOCK 2019-04-04 S 78 d $66.64 50,625 indirect f4,f9,f10,f11
COMMON STOCK 2019-04-04 S 1,025 d $66.64 167,130 indirect f5,f9,f10,f11
COMMON STOCK 2019-04-04 S 1,768 d $66.64 258,464 indirect f6,f9,f10,f11
COMMON STOCK 2019-04-04 S 10,253 d $66.64 1,310,717 indirect f7,f10,f11,f14
COMMON STOCK 2019-04-04 S 66,784 d $66.64 8,265,548 indirect f8,f10,f11,f14
COMMON STOCK 2019-04-05 S 362 d $68.63 181,458 indirect f3,f9,f10,f11
COMMON STOCK 2019-04-05 S 25 d $68.63 50,600 indirect f4,f9,f10,f11
COMMON STOCK 2019-04-05 S 324 d $68.63 166,806 indirect f5,f9,f10,f11
COMMON STOCK 2019-04-05 S 559 d $68.63 257,905 indirect f6,f9,f10,f11
COMMON STOCK 2019-04-05 S 3,242 d $68.63 1,307,475 indirect f7,f10,f11,f14
COMMON STOCK 2019-04-05 S 21,116 d $68.63 8,244,432 indirect f8,f10,f11,f14
COMMON STOCK 2019-04-05 S 734 d $68.72 180,724 indirect f3,f9,f10,f11
COMMON STOCK 2019-04-05 S 50 d $68.72 50,550 indirect f4,f9,f10,f11
COMMON STOCK 2019-04-05 S 658 d $68.72 166,148 indirect f5,f9,f10,f11
COMMON STOCK 2019-04-05 S 1,134 d $68.72 256,771 indirect f6,f9,f10,f11
COMMON STOCK 2019-04-05 S 6,581 d $68.72 1,300,894 indirect f7,f10,f11,f14
COMMON STOCK 2019-04-05 S 42,863 d $68.72 8,201,569 indirect f8,f10,f11,f14
COMMON STOCK 2019-04-03 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 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 the price reported in column 4 is a weighted average price. these shares were traded by baker/ tisch investments, l.p. ("baker tisch"), baker bros. investments ii, l.p. ("bros ii"), baker bros. investments, l.p. ("bros i"), 14159, l.p. ("14159"), 667, l.p. ("667") and baker brothers life sciences, l.p. ("life sciences") in multiple transactions at prices ranging from $68.60 to $69.53, 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 (the "staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
f3 after giving effect to the transactions reported herein and as a result of their 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 the issuer's shares of common stock reported in column 5 of table i directly held 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.
f4 after giving effect to the transactions reported herein and as a result of their 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 the issuer's shares of common stock reported in column 5 of table i directly held by bros 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 bros ii.
f5 after giving effect to the transactions reported herein and as a result of their 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 the issuer's shares of common stock reported in column 5 of table i directly held by bros i, 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 bros i.
f6 after giving effect to the transactions reported herein and as a result of their ownership interest in 14159 capital (gp), llc, felix j. baker and julian c. baker may be deemed to have an indirect pecuniary interest in the issuer's shares of common stock reported in column 5 of table i directly held 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's, l.p.'s right to receive an allocation of a portion of the profits from 14159.
f7 after giving effect to the transactions reported herein and as a result of their 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 the issuer's shares of common stock reported in column 5 of table i directly held 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.
f8 after giving effect to the transactions reported herein and as a result of their 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 in the issuer's shares of common stock reported in column 5 of table i directly held by life sciences, and together with baker tisch, bros i, bros ii, 14159 and 667, (the "funds"), 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.
f9 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.
f10 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.
f11 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.
f12 the price reported in column 4 is a weighted average price. these shares were traded by the funds in multiple transactions at prices ranging from $66.50 to $67.20, inclusive. the reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
f13 the price reported in column 4 is a weighted average price. these shares were traded by the funds in multiple transactions at prices ranging from $68.31 to $69.05, inclusive. the reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
f14 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.
f15 the price reported in column 4 is a weighted average price. these shares were traded by the funds in multiple transactions at prices ranging from $68.60 to $69.25, inclusive. the reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
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