0001144204-15-037488.txt : 20150616 0001144204-15-037488.hdr.sgml : 20150616 20150616163548 ACCESSION NUMBER: 0001144204-15-037488 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150612 FILED AS OF DATE: 20150616 DATE AS OF CHANGE: 20150616 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENOMIC HEALTH INC CENTRAL INDEX KEY: 0001131324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 770552594 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-556-9300 MAIL ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934719 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934720 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 14159, L.P. CENTRAL INDEX KEY: 0001551138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934722 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 667, L.P. CENTRAL INDEX KEY: 0001551139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934724 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Investments II, L.P. CENTRAL INDEX KEY: 0001551132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934726 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Investments, L.P. CENTRAL INDEX KEY: 0001551136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934727 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934721 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934728 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP CENTRAL INDEX KEY: 0001363364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934723 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5633 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker/Tisch Investments, LP CENTRAL INDEX KEY: 0001551137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 15934725 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 4 1 form474950_20150616043334-.xml X0306 4 2015-06-12 0 0001131324 GENOMIC HEALTH INC GHDX 0001087940 BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001551136 Baker Bros. Investments, L.P. 667 MADISON AVENUE NEW YORK NY US 10065 1 0 1 0 0001551132 Baker Bros. Investments II, L.P. 667 MADISON AVENUE 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001551137 Baker/Tisch Investments, LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001551139 667, L.P. 667 MADISON AVENUE 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001551138 14159, L.P. 667 MADISION AVENUE, 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001263508 BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001087939 BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 Non-Qualified Stock Options (right to buy) 26.01 2015-06-12 4 A 0 20000 0 A 2016-06-12 2025-06-12 Common Stock 20000 20000 I See Footnote 10,000 non-qualified stock options (the "Stock Options") convertible solely into common shares of Genomic Health, Inc. (the "Issuer") were granted to Felix J. Baker and 10,000 Stock Options were granted to Julian C. Baker pursuant to the Issuer's 2005 Stock Incentive Plan. The Stock Options have a strike price of $26.01 and fully vest on the first anniversary of the date of grant or immediately prior to the Issuer's annual meeting of stockholders, if earlier. Felix J. Baker and Julian C. Baker serve on the Issuer's Board of Directors (the "Board") as a representative of the Funds (as defined below). Pursuant to the policies of Baker Bros. Advisors LP (the "Adviser"), Felix J. Baker and Julian C. Baker do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds (as defined below)are entitled to receive all of the pecuniary interest in the securities issued. 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 Stock Options. 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 Stock Options (ie. no direct pecuniary interest). 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. Pursuant to agreements between each of Felix J. Baker and Julian C. Baker and the Adviser, the Adviser has investment and dispositive power over the Stock Options and any shares received as a result of the exercise of options. 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. Felix J. Baker and Julian C. Baker are directors of Genomic Health Inc. ( the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer. /s/ Felix J. Baker 2015-06-16 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROS INVESTMENTS, L.P., pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments, L.P Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 2015-06-16 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROS INVESTMENTS II, L.P., pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments II, L.P Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 2015-06-16 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER/TISCH INVESTMENTS, L.P., pursuant to authority granted by Baker/Tisch Capital, L.P., GP to Baker/Tisch Investment, L.P Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 2015-06-16 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 2015-06-16 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P Name:Scott L. Lessing, Title: President /s/ 2015-06-16 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 2015-06-16 Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 2015-06-16 /s/ Julian C. Baker 2015-06-16 Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 2015-06-16