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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 18)

 

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)

 

	November 9, 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   11   Pages

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Baker Bros. Advisors, LLC   13-4093645
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)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   12,130,815
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   12,130,815
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,130,815
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)   39.4% (1)
14	TYPE OF REPORTING PERSON (See Instructions)   IA

 

(1)

Based on 30,749,914 shares of common stock outstanding as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2012.

 

SCHEDULE 13D

CUSIP No.   37244C101		Page   3   of   11   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)   OO
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   12,354,212 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   12,354,212 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,354,212 (1)
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)   40.1% (2)
14	TYPE OF REPORTING PERSON (See Instructions)   IN, HC

 

(1)

Includes 49,500 shares of the Issuer’s common stock underlying 49,500 options directly held and 173,897 shares of the Issuer’s common stock directly held by FBB Associates.

(2)

Based on 30,749,914 shares of common stock outstanding as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2012.

 

 

(3) SCHEDULE 13D

 

CUSIP No.  37244C101		Page   4   of   11    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)   OO
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   12,304,712 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   12,304,712 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,304,712 (1)
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)   40.0% (2)
14	TYPE OF REPORTING PERSON (See Instructions)   IN, HC

(1)

Includes 173,897 shares of the Issuer’s common stock directly held by FBB Associates.

(2)

Based on 30,749,914 shares of common stock outstanding as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2012.

  

 

SCHEDULE 13D

 

CUSIP No.   37244C101		Page   5   of   11   Pages

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   FBB Associates   13-3843860
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)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   173,897
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   173,897
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   173,897
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)   0.6% (1)
14	TYPE OF REPORTING PERSON (See Instructions)   OO

(1) Based on 30,749,914 shares of common stock outstanding as reported in Genomic Health, Inc.’s Form 10-Q filed with the SEC on November 9, 2012.

  

 

Amendment No. 18 to Schedule 13D

 

This Amendment No. 18 to Schedule 13D amends and supplements the previously filed Schedules 13D filed by Baker Bros. Advisors, LLC (the “Adviser”), Julian C. Baker, Felix J. Baker and FBB Associates (“FBB” and together with the Adviser, Julian C. Baker and Felix J. Baker, the “Reporting Persons”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

 

Item 3.     Source and Amount of Funds or Other Consideration.

 

The disclosure regarding purchases in Item 5(c) below is incorporated herein by reference.

 

Item 4. Purpose of Transaction

 

Whether the Reporting Persons or their affiliates purchase any additional securities or dispose of any securities, and the amount and timing of any such transactions, will depend upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the Issuer’s business and prospects, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors and management of the Issuer, the availability and nature of opportunities to dispose of shares in the Issuer and other plans and requirements of the particular entities. Depending upon their assessments of these factors from time to time, the Reporting Persons or their affiliates may change their present intentions as stated above, including determining to acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of some or all of the Warrants, or otherwise) or to dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.

 

Except as set forth herein or in previous amendments to this Schedule 13D, as the case may be, the Reporting Persons and their affiliates do not have any present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.           Interest in Securities of the Issuer.

 

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 18 are incorporated herein by reference. Set forth below is the aggregate number of shares of common stock of the Issuer directly held by each of 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”), 14159, L.P. (“14159”) and Baker/Tisch Investments, L.P. (“Baker/Tisch”, and together with Baker Bros. Investments, Baker Bros. Investments II, 667, Life Sciences and 14159, the “Funds”). The information set forth below is based upon 30,749,914 shares of Common Stock outstanding, as reported on the Issuer’s Form 10-Q filed with the SEC on November 9, 2012. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

 

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.			1,567,695				5.1	%
Baker Brothers Life Sciences, L.P.			9,914,595				32.2	%
14159, L.P.			266,914				0.9	%
Baker/Tisch Investments, L.P.			194,161				0.6	%

 

 

On April 13, 2012, the Adviser, the Funds, and the general partners of the Funds entered into an amended and restated management agreement (the “Management Agreement”) which gave the Adviser complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments. The general partners of the Funds relinquished all discretion and authority with respect to the Funds’ investments and voting power over investments. In connection with the services provided by the Adviser to the Funds, the Adviser receives a management based fee that does not confer any pecuniary interest.

 

The Adviser, and Felix J. Baker and Julian C. Baker as principals of the Adviser, may be deemed to be beneficial owners of shares of common stock directly held by the Funds, and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities. Julian C. Baker and Felix J. Baker are also the sole partners of FBB, a general partnership, and as such may be deemed to be beneficial owners of shares of common stock directly held by FBB and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those shares.

 

The Adviser, Felix J. Baker and Julian C. Baker each disclaim beneficial ownership of the securities held by each of the Funds and FBB, and this Amendment No. 18 shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose.

 

Julian C. Baker and Felix J. Baker are Directors of the Issuer. Felix J. Baker also serves on the Compensation Committee of the Issuer’s Board of Directors.

 

(c) The following transactions in the Issuer’s Common Stock were effected by the Funds noted below during the past 60 days using working capital of the applicable purchasing Fund. All transactions were effected in the open market directly with a broker-dealer. Except as disclosed herein or in any previous amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.

 

 

Name		Date		Number of Shares				Transaction		Weighted Average Price/ Share				Footnotes
667, L.P.		11/9/2012			1,316			Purchase			25.8254				1
Baker Brothers Life Sciences, L.P.		11/9/2012			13,447			Purchase			25.8254				1
14159, L.P.		11/9/2012			324			Purchase			25.8254				1
667, L.P.		11/9/2012			2,657			Purchase			26.9061				2
Baker Brothers Life Sciences, L.P.		11/9/2012			27,125			Purchase			26.9061				2
14159, L.P.		11/9/2012			651			Purchase			26.9061				2
667, L.P.		11/9/2012			40,412			Purchase			27.8438				3
Baker Brothers Life Sciences, L.P.		11/9/2012			412,596			Purchase			27.8438				3
14159, L.P.		11/9/2012			9,905			Purchase			27.8438				3
667, L.P.		11/9/2012			323			Purchase			27.1612				4
Baker Brothers Life Sciences, L.P.		11/9/2012			3,298			Purchase			27.1612				4
14159, L.P.		11/9/2012			79			Purchase			27.1612				4
667, L.P.		11/9/2012			96			Purchase			26.6801				5
Baker Brothers Life Sciences, L.P.		11/9/2012			980			Purchase			26.6801				5
14159, L.P.		11/9/2012			24			Purchase			26.6801				5
667, L.P.		11/9/2012			585			Purchase			27.8556				6
Baker Brothers Life Sciences, L.P.		11/9/2012			5,972			Purchase			27.8556				6
14159, L.P.		11/9/2012			143			Purchase			27.8556				6
667, L.P.		11/12/2012			16,724			Purchase			27.9374				7
Baker Brothers Life Sciences, L.P.		11/12/2012			178,978			Purchase			27.9374				7
14159, L.P.		11/12/2012			4,298			Purchase			27.9374				7
667, L.P.		11/13/2012			8,691			Purchase			27.9919				8
Baker Brothers Life Sciences, L.P.		11/13/2012			92,917			Purchase			27.9919				8
14159, L.P.		11/13/2012			2,231			Purchase			27.9919				8
667, L.P.		11/14/2012			8,352			Purchase			27.3165				9
Baker Brothers Life Sciences, L.P.		11/14/2012			92,592			Purchase			27.3165				9
14159, L.P.		11/14/2012			2,223			Purchase			27.3165				9

 

(1)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $25.42 to $26.34. The Reporting Persons undertake to provide 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 ranges set forth in this footnote.

 

(2)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $26.42 to $27.25. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(3)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $27.65 to $27.99. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(4)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $27.13 to $27.20. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(5)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $26.66 to $26.73. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(6)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $27.66 to $27.96. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(7)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $27.61 to $28.33. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

 

(8)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $27.87 to $28.15. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(9)

This reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $26.95 to $27.75. The Reporting Persons undertake to provide 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 ranges set forth in this footnote.

 

(d) Not applicable

 

(e) Not applicable.

 

Item 7.	Material to Be Filed as Exhibits.
Exhibit 99.1	Agreement regarding the joint filing of this statement.

 

 

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.

 

November 14, 2012

 

	BAKER BROS. ADVISORS, LLC
	By:	/s/ Scott L. Lessing
		Name: Scott L. Lessing Title: President
		/s/ Julian C. Baker
		Julian C. Baker
		/s/ Felix J. Baker
		Felix J. Baker

 

	FBB Associates
	By:	/s/ Julian C. Baker
		Name: Julian C. Baker Title: Partner

 

 

EXHIBIT 99.1

 

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.

November 14, 2012

 

	BAKER BROS. ADVISORS, LLC
	By:	/s/ Scott L. Lessing
		Name: Scott L. Lessing Title: President
		/s/ Julian C. Baker
		Julian C. Baker
		/s/ Felix J. Baker
		Felix J. Baker

 

	FBB Associates
	By:	/s/ Julian C. Baker
		Name: Julian C. Baker Title: Partner