0001638599-19-000356.txt : 20190314
0001638599-19-000356.hdr.sgml : 20190314
20190314170346
ACCESSION NUMBER: 0001638599-19-000356
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190314
FILED AS OF DATE: 20190314
DATE AS OF CHANGE: 20190314
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: 19681812
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
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: 19681813
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
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: 19681814
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
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: 19681815
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 Bros. Advisors (GP) LLC
CENTRAL INDEX KEY: 0001580575
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51541
FILM NUMBER: 19681816
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: (212)339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
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: 19681817
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
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: 19681818
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
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: 19681819
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
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: 19681820
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
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: 19681821
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 2123395600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
FORMER NAME:
FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC
DATE OF NAME CHANGE: 20030911
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
4
1
doc4_6013.xml
PRIMARY DOCUMENT
X0306
4
2019-03-14
0
0001131324
GENOMIC HEALTH INC
GHDX
0001263508
BAKER BROS. ADVISORS LP
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001551136
Baker Bros. Investments, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001551137
Baker/Tisch Investments, LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001551138
14159, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001551139
667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001580575
Baker Bros. Advisors (GP) LLC
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001363364
Baker Brothers Life Sciences LP
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001087940
BAKER FELIX
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001087939
BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001551132
Baker Bros. Investments II, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
Common Stock
173897
I
See footnotes
Common Stock
2019-03-14
4
S
0
891
76.5005
D
189389
I
See footnotes
Common Stock
2019-03-14
4
S
0
61
76.5005
D
50863
I
See footnotes
Common Stock
2019-03-14
4
S
0
798
76.5005
D
173876
I
See footnotes
Common Stock
2019-03-14
4
S
0
1375
76.5005
D
270314
I
See footnotes
Common Stock
2019-03-14
4
S
0
7982
76.5005
D
1380890
I
See footnotes
Common Stock
2019-03-14
4
S
0
51987
76.5005
D
8724263
I
See footnotes
Common Stock
2019-03-14
4
S
0
28
76.0320
D
189361
I
See footnotes
Common Stock
2019-03-14
4
S
0
2
76.0320
D
50861
I
See footnotes
Common Stock
2019-03-14
4
S
0
25
76.0320
D
173851
I
See footnotes
Common Stock
2019-03-14
4
S
0
44
76.0320
D
270270
I
See footnotes
Common Stock
2019-03-14
4
S
0
253
76.0320
D
1380637
I
See footnotes
Common Stock
2019-03-14
4
S
0
1648
76.0320
D
8722615
I
See footnotes
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.
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 $76.30 to $77.10, 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.
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.
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.
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.
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.
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.
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.
Includes beneficial ownership of 15,979 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.
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.
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 price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $76.00 to $76.06, 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.
Includes beneficial ownership of 15,979 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.
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. This is the second of two Form 4's reporting changes in beneficial ownership. Due to space limitations in Form 4 we are thus filing these two Forms 4.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2019-03-14
/s/ 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
2019-03-14
/s/ 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 Investments, L.P. Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing
2019-03-14
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
2019-03-14
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
2019-03-14
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2019-03-14
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/
2019-03-14
/s/ Felix J. Baker
2019-03-14
/s/ Julian C. Baker
2019-03-14
/s/ 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
2019-03-14