0001638599-16-001154.txt : 20160706
0001638599-16-001154.hdr.sgml : 20160706
20160706182223
ACCESSION NUMBER: 0001638599-16-001154
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160701
FILED AS OF DATE: 20160706
DATE AS OF CHANGE: 20160706
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. 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: 161755022
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 (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: 161755023
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 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: 161755027
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: 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: 161755028
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 FELIX
CENTRAL INDEX KEY: 0001087940
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51541
FILM NUMBER: 161755031
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/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: 161755029
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 JULIAN
CENTRAL INDEX KEY: 0001087939
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51541
FILM NUMBER: 161755024
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 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: 161755030
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: 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: 161755026
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: 161755025
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
4
1
doc4_4073.xml
PRIMARY DOCUMENT
X0306
4
2016-07-01
0
0001131324
GENOMIC HEALTH INC
GHDX
0001087940
BAKER FELIX
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
0001551132
Baker Bros. Investments II, L.P.
667 MADISION AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
0001551137
Baker/Tisch Investments, LP
667 MADISION AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
0001551139
667, L.P.
667 MADISION AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
0001363364
Baker Brothers Life Sciences LP
667 MADISION AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
0001551138
14159, L.P.
667 MADISION AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
0001263508
BAKER BROS. ADVISORS LP
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
0001087939
BAKER JULIAN
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
0001580575
Baker Bros. Advisors (GP) LLC
667 MADISION AVENUE, 21ST FLOOR
NEW YORK
NY
New York
1
0
1
0
0001551136
Baker Bros. Investments, L.P.
667 MADISION AVENUE, 21ST FLOOR
NEW YORK
NY
10065
1
0
1
0
Common Stock
173897
I
See footnote
Common Stock
2016-07-01
4
A
0
746
26.74
A
212938
I
See footnote
Common Stock
2016-07-01
4
A
0
746
26.74
A
192674
I
See footnote
Common Stock
2016-07-01
4
A
0
746
26.74
A
32015
I
See footnote
Common Stock
2016-07-01
4
A
0
746
26.74
A
1748185
I
See footnote
Common Stock
2016-07-01
4
A
0
746
26.74
A
11259062
I
See footnote
Common Stock
2016-07-01
4
A
0
746
26.74
A
318623
I
See footnote
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.
373 shares of restricted stock (the "Restricted Stock") issued to Felix J. Baker and 373 shares of Restricted Stock issued to Julian C. Baker pursuant to the Issuer's 2005 Stock Incentive Plan (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).
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.
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).
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, 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, 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, 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 Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 1,748,185 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 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 Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest 11,259,062 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.
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, 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.
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.
The disclosure of the grant of Restricted Stock reported on this form is the sum of two grants totaling 746 shares. The 746 shares are reported for each of the Funds as each has an indirect pecuniary interest.
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.
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
2016-07-06
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
2016-07-06
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
2016-07-06
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/
2016-07-06
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
2016-07-06
/s/ Felix J. Baker
2016-07-06
BAKER BROS. ADVISORS LP: Name: Scott L. Lessing Title: President /s/ Scott L. Lessing
2016-07-06
/s/ Julian C. Baker
2016-07-06
BAKER BROS. ADVISORS (GP) LLC: Name: Scott L. Lessing Title: President /s/ Scott L. Lessing
2016-07-06
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
2016-07-06