SC 13D/A 1 v304798_sc13da.htm SC 13D/A

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 14)

Genomic Health, Inc
(Name of Issuer)
     
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
     
  37244C101  
  (CUSIP Number)  
     
Leo Kirby
667 Madison Avenue, 21st Floor
New York, NY  10065
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
  February 29, 2012  
  (Date of Event which Requires Filing of this Statement)  
     
         

 

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).

 
 

 

SCHEDULE 13D

 

CUSIP No.   37244C101         Page   2   of   7   Pages

 

1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Julian C. Baker

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) £

(b) £

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7

SOLE VOTING POWER

41,250

8

SHARED VOTING POWER

10,476,240

9

SOLE DISPOSITIVE POWER

41,250

10

SHARED DISPOSITIVE POWER

10,476,240

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,517,490

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) £
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

35.6%

14

TYPE OF REPORTING PERSON (See Instructions)

IN

           

 

 
 

 

SCHEDULE 13D

 

CUSIP No.  37244C101         Page   3   of   8   Pages

 

1

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Felix J. Baker

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) £

(b) £

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

10,476,240

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

10,476,240

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,476,240

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) £
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

35.4%

14

TYPE OF REPORTING PERSON (See Instructions)

IN

           
 
 

 

This Amendment No. 14 to Schedule 13D is being filed by Julian C. Baker and Felix J. Baker (the “Reporting Persons”) to supplement the statements on Schedule 13D previously filed by them, as heretofore amended. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

Item 5. Interest in Securities of the Issuer.

Set forth below is the aggregate number of shares of Common Stock held, including shares that maybe acquired upon exercise of Options as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock that such number represents based upon 29,542,324 shares outstanding, as reported on the company’s SEC Form 10Q filed on November 8, 2011. Such percentage figures are calculated on the basis that the Options owned by the Reporting Persons are deemed exercised for shares of Common Stock but other outstanding Options are not deemed exercised.

Name  Number of Shares   Percent of Class
Outstanding		 
Baker Bros. Investments, L.P.   173,897    0.6%
Baker Bros. Investments II, L.P.   13,238    0.0%
667, L.P.   1,480,469    5.0%
Baker Brothers Life Sciences, L.P.   8,213,837    27.8%
14159, L.P.   226,741    0.8%
FBB Associates   173,897    0.6%
Baker/Tisch Investments, L.P.   194,161    0.7%
Julian C. Baker   41,250    0.1%
Total   10,517,490    35.6%

 By virtue of their ownership of entities that have the power to control the investment decisions of the limited partnerships listed in the table above, Julian C. Baker and Felix J. Baker may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote of and shared power to dispose or direct the disposition of such securities. Julian C. Baker and Felix J. Baker are also the sole partners of FBB Associates, a general partnership, and as such may be deemed to be beneficial owners of shares owned by FBB Associates and may be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of those shares.

Julian C. Baker is a Director of the Company.

The following transactions in Common Stock were effected by the entities noted below during the eighteen days preceding the filing of this statement. The transactions in common stock effected the nineteenth to sixtieth days are disclosed on the previous Schedule 13D filed on February 16, 2012. All transactions were effected in the over-the-counter market directly with a broker-dealer. None of the reporting Persons has effected any other transactions in Common Stock during this period.

Page 4 of 8 Pages
 

 

Name Date Number of Shares Transaction Price/ Share
667, L.P. 2/21/2012                           5,217 Purchase 27.9769
Baker Brothers Life Sciences, L.P. 2/21/2012                         46,909 Purchase 27.9769
14159, L.P. 2/21/2012                           1,238 Purchase 27.9769
667, L.P. 2/22/2012                               638 Purchase 27.9811
Baker Brothers Life Sciences, L.P. 2/22/2012                           5,511 Purchase 27.9811
14159, L.P. 2/22/2012                               145 Purchase 27.9811
667, L.P. 2/23/2012                           7,477 Purchase 28.1238
Baker Brothers Life Sciences, L.P. 2/23/2012                         62,098 Purchase 28.1238
14159, L.P. 2/23/2012                           1,639 Purchase 28.1238
667, L.P. 2/27/2012                           4,270 Purchase 29.0306
Baker Brothers Life Sciences, L.P. 2/27/2012                         36,881 Purchase 29.0306
14159, L.P. 2/27/2012                               974 Purchase 29.0306
667, L.P. 2/28/2012                           5,934 Purchase 29.1085
Baker Brothers Life Sciences, L.P. 2/28/2012                         51,248 Purchase 29.1085
14159, L.P. 2/28/2012                           1,353 Purchase 29.1085
667, L.P. 2/29/2012                         19,552 Purchase 29.0581
Baker Brothers Life Sciences, L.P. 2/29/2012                      156,902 Purchase 29.0581
14159, L.P. 2/29/2012                           4,149 Purchase 29.0581
667, L.P. 3/1/2012                           1,763 Purchase 29.4704
Baker Brothers Life Sciences, L.P. 3/1/2012                         15,288 Purchase 29.4704
14159, L.P. 3/1/2012                               405 Purchase 29.4704
667, L.P. 3/2/2012                         10,972 Purchase 29.5205
Baker Brothers Life Sciences, L.P. 3/2/2012                         91,459 Purchase 29.5205
14159, L.P. 3/2/2012                           2,419 Purchase 29.5205
667, L.P. 3/5/2012                         10,225 Purchase 29.9561
Baker Brothers Life Sciences, L.P. 3/5/2012                         85,231 Purchase 29.9561
14159, L.P. 3/5/2012                           2,254 Purchase 29.9561
667, L.P. 3/5/2012                           8,372 Purchase 30.0688
Baker Brothers Life Sciences, L.P. 3/5/2012                         69,783 Purchase 30.0688
14159, L.P. 3/5/2012                           1,845 Purchase 30.0688

 

Page 5 of 8 Pages
 

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

Except as reported herein, neither of the Reporting Persons has any express contracts, arrangements or understandings with any other Reporting Person with respect to the securities of the Company. Except as set forth in Item 7 below, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with the Company.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1. Agreement regarding the joint filing of this statement.

 

Page 6 of 8 Pages
 

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.

March 5, 2012

 

    By: /s/ Julian C. Baker

 Julian C. Baker

 

    By: /s/ Felix J. Baker

 Felix J. Baker

 

Page 7 of 8 Pages
 

 

 

EXHIBIT 1

 

AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.0001 par value, of Genomic Health, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

March 5, 2012

 

    By: /s/ Julian C. Baker

 Julian C. Baker

 

   By: /s/ Felix J. Baker

Felix J. Baker

 

 

Page 8 of 8 Pages