Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 4)
 
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, 17th Floor
New York, NY  10065
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
 
August 13, 2009
  
 
(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) o
(b) o
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)
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
24,750
8
SHARED VOTING POWER
5,746,322
9
SOLE DISPOSITIVE POWER
24,750
10
SHARED DISPOSITIVE POWER
5,746,322
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,771,072
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
14
TYPE OF REPORTING PERSON (See Instructions)
IN

 
 
 
 
 
 
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) o
(b) o
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)
  o
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
5,746,322
9
SOLE DISPOSITIVE POWER
  0
10
SHARED DISPOSITIVE POWER
5,746,322
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,746,322
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
 
 
 
 
 
This Amendment No. 4 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 28,558,428 shares outstanding, as reported on the company’s SEC Form 10Q filed on August 7, 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.
     3,826,820       13.4 %
14159, L.P.
     103,607       0.3 %
FBB Associates
     173,897       0.6 %
Baker/Tisch Investments, L.P.
     194,161       0.7 %
Julian C. Baker
     24,750       0.1 %
 
                
Total
     5,771,072       20.2 %
 
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.
 

 
 
 
 
                 
Name
Date
  
Number of
          
     
Shares
  
Transaction
  
Price / Share
  
                 
Baker Bros. Investments II, L.P.
8/10/2009
     6  
Purchase
     19.4996  
667, L.P.
8/10/2009
     2,208  
Purchase
     19.4996  
Baker Brothers Life Sciences, L.P.
8/10/2009
     12,622  
Purchase
     19.4996  
14159, L.P.
8/10/2009
     349  
Purchase
     19.4996  
Baker Bros. Investments II, L.P.
8/10/2009
     4  
Purchase
     19.4793  
667, L.P.
8/10/2009
     1,454  
Purchase
     19.4793  
Baker Brothers Life Sciences, L.P.
8/10/2009
     8,312  
Purchase
     19.4793  
14159, L.P.
8/10/2009
     230  
Purchase
     19.4793  
Baker Bros. Investments II, L.P.
8/11/2009
     16  
Purchase
     19.3657  
667, L.P.
8/11/2009
     5,623  
Purchase
     19.3657  
Baker Brothers Life Sciences, L.P.
8/11/2009
     32,139  
Purchase
     19.3657  
14159, L.P.
8/11/2009
     888  
Purchase
     19.3657  
667, L.P.
8/11/2009
     44  
Purchase
     19.4700  
Baker Brothers Life Sciences, L.P.
8/11/2009
     249  
Purchase
     19.4700  
14159, L.P.
8/11/2009
     7  
Purchase
     19.4700  
Baker Bros. Investments II, L.P.
8/11/2009
     5  
Purchase
     19.3585  
667, L.P.
8/11/2009
     1,858,  
Purchase
     19.3585  
Baker Brothers Life Sciences, L.P.
8/11/2009
     10,624  
Purchase
     19.3585  
14159, L.P.
8/11/2009
     294  
Purchase
     19.3585  
Baker Bros. Investments II, L.P.
8/12/2009
     14  
Purchase
     19.6969  
667, L.P.
8/12/2009
     4,690  
Purchase
     19.6969  
Baker Brothers Life Sciences, L.P.
8/12/2009
     26,808  
Purchase
     19.6969  
14159, L.P.
8/12/2009
     740  
Purchase
     19.6969  
Baker Bros. Investments II, L.P.
8/13/2009
     33  
Purchase
     19.9896  
667, L.P.
8/13/2009
     11,314  
Purchase
     19.9896  
Baker Brothers Life Sciences, L.P.
8/13/2009
     64,668  
Purchase
     19.9896  
14159, L.P.
8/13/2009
     1,785  
Purchase
     19.9896  
Baker Bros. Investments II, L.P.
8/17/2009
     1  
Purchase
     19.6000  
667, L.P.
8/17/2009
     343  
Purchase
     19.6000  
Baker Brothers Life Sciences, L.P.
8/17/2009
     1,962  
Purchase
     19.6000  
14159, L.P.
8/17/2009
     54  
Purchase
     19.6000  
 
 
 
 
 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.
 

 
 
 
 


 
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.
 
     
       
August 17, 2009
By:
/s/ Julian C. Baker  
   
Julian C. Baker
  
       
 
By:
/s/ Felix J. Baker
  
    Felix J. Baker  
 

                                                        
 
 
 
       

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.
 
     
       
August 17, 2009
By:
/s/ Julian C. Baker
  
   
Julian C. Baker
  
       
 
By:
/s/ Felix J. Baker
  
   
Felix J. Baker