UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)
 
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 10, 2010
  
 
(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   8  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
33,000
8
SHARED VOTING POWER
6,097,613
9
SOLE DISPOSITIVE POWER
33,000
10
SHARED DISPOSITIVE POWER
6,097,613
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,130,613
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)
21.4%
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
Page 2 of 8 Pages
 

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
6,097,613
9
SOLE DISPOSITIVE POWER
  0
10
SHARED DISPOSITIVE POWER
6,097,613
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,097,613
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)
21.3%
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
Page 3 of 8 Pages
 
 
This Amendment No. 5 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 28,610,700 shares outstanding, as reported on the company’s SEC Form 10Q filed on November 9, 2009. 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.
     20,287       0.1 %
667, L.P.
     1,253,653       4.4 %
Baker Brothers Life Sciences, L.P.
     4,168,674       14.5 %
14159, L.P.
     113,044       0.4 %
FBB Associates
     173,897       0.6 %
Baker/Tisch Investments, L.P.
     194,161       0.7 %
Julian C. Baker
     33,000       0.1 %
Total
     6,130,613       21.4 %
 
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 sixty days preceding the filing of this statement. None of the reporting Persons has effected any other transactions in Common Stock during this period.
Page 4 of 8 Pages
 
       
Number of
        
Name
  
Date
  
Shares
  
Transaction
  
Price / Share
                 
Baker Brothers Life Sciences, L.P.
  
2/8/2010
  
43,291
  
Purchase
  
16.8521
14159, L.P.
  
2/8/2010
  
1,195
  
Purchase
  
16.8521
Baker Brothers Life Sciences, L.P.
  
2/8/2010
  
7,975
  
Purchase
  
16.9311
14159, L.P.
  
2/8/2010
  
220
  
Purchase
  
16.9311
Baker Brothers Life Sciences, L.P.
  
2/8/2010
  
21,703
  
Purchase
  
16.8741
14159, L.P.
  
2/8/2010
  
599
  
Purchase
  
16.8741
Baker Brothers Life Sciences, L.P.
  
2/9/2010
  
13,943
  
Purchase
  
17.0261
14159, L.P.
  
2/9/2010
  
385
  
Purchase
  
17.0261
Baker Brothers Life Sciences, L.P.
  
2/9/2010
  
1,070
  
Purchase
  
16.9323
14159, L.P.
  
2/9/2010
  
30
  
Purchase
  
16.9323
Baker Brothers Life Sciences, L.P.
  
2/9/2010
  
21,979
  
Purchase
  
17.1522
14159, L.P.
  
2/9/2010
  
607
  
Purchase
  
17.1522
Baker Brothers Life Sciences, L.P.
  
2/10/2010
  
223,822
  
Purchase
  
17.0414
14159, L.P.
  
2/10/2010
  
6,178
  
Purchase
  
17.0414
Baker Brothers Life Sciences, L.P.
  
2/10/2010
  
7,100
  
Purchase
  
16.9294
14159, L.P.
  
2/10/2010
  
196
  
Purchase
  
16.9294
Baker Brothers Life Sciences, L.P.
  
2/10/2010
  
971
  
Purchase
  
16.9773
14159, L.P.
  
2/10/2010
  
27
  
Purchase
  
16.9773
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.
 
February 10, 2010

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.
 
February 10, 2010

By:
/s/ Julian C. Baker
  
 
Julian C. Baker
  
     
By:
/s/ Felix J. Baker
  
 
Felix J. Baker
  

 
Page 8 of 8 Pages