Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 12)
 
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)

 
December 2, 2011
  
 
(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).
 

 
Page 1 of 8 Pages
 
 
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
41,250
8
SHARED VOTING POWER
8,955,241
9
SOLE DISPOSITIVE POWER
41,250
10
SHARED DISPOSITIVE POWER
8,955,241
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,996,491
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)
30.4%
14
TYPE OF REPORTING PERSON (See Instructions)
IN


 
Page 2 of 8 Pages
 

SCHEDULE 13D
 
CUSIP No.   37244C101
  
Page 3of  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
8,955,241
9
SOLE DISPOSITIVE POWER
  0
10
SHARED DISPOSITIVE POWER
8,955,241
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,955,241
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)
30.3%
14
TYPE OF REPORTING PERSON (See Instructions)
IN

 
Page 3 of 8 Pages
 
 
This Amendment No. 12 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 29,542,324 shares outstanding, as reported on the company’s SEC Form 10Q filed on November 8, 2011. 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.
     13,238       0.0 %
667, L.P.
     1,306,281       4.4 %
Baker Brothers Life Sciences, L.P.
     6,901,703       23.3 %
14159, L.P.
     192,064       0.7 %
FBB Associates
     173,897       0.6 %
Baker/Tisch Investments, L.P.
     194,161       0.7 %
Julian C. Baker
     41,250       0.1 %
                 
Total
     8,996,491       30.4 %
 
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 eighteen days preceding the filing of this statement. The transactions in common stock effected the nineteenth to sixtieth days are disclosed on the previous Schedule 13D filed on November 17, 2011.  All transactions were effected in the over-the-counter market directly with a broker-dealer with the exception of the 26,537 shares on December 1, 2011 that were received pursuant to a contribution by an investor in 667, L.P.  None of the reporting Persons has effected any other transactions in Common Stock during this period.
 
 
Page 4 of 8 Pages
 
 
                 
Name
Date
  
Number of
Shares
  
Transaction
  
Price/ Share
  
667, L.P.
11/21/2011
     1,630  
Purchase
     25.9050  
Baker Brothers Life Sciences, L.P.
11/21/2011
     79,984  
Purchase
     25.9050  
14159, L.P.
11/21/2011
     3,167  
Purchase
     25.9050  
667, L.P.
11/22/2011
     1,628  
Purchase
     26.0302  
Baker Brothers Life Sciences, L.P.
11/22/2011
     46,328  
Purchase
     26.0302  
14159, L.P.
11/22/2011
     2,044  
Purchase
     26.0302  
667, L.P.
11/23/2011
     655  
Purchase
     25.7111  
Baker Brothers Life Sciences, L.P.
11/23/2011
     19,429  
Purchase
     25.7111  
14159, L.P.
11/23/2011
     155  
Purchase
     25.7111  
667, L.P.
11/23/2011
     1,618  
Purchase
     25.8798  
Baker Brothers Life Sciences, L.P.
11/23/2011
     47,998  
Purchase
     25.8798  
14159, L.P.
11/23/2011
     384  
Purchase
     25.8798  
667, L.P.
12/1/2011
     26,537  
Purchase
     27.3300  
667, L.P.
12/2/2011
     3,940  
Purchase
     28.0349  
Baker Brothers Life Sciences, L.P.
12/2/2011
     23,865  
Purchase
     28.0349  
14159, L.P.
12/2/2011
     639  
Purchase
     28.0349  
667, L.P.
12/2/2011
     12,123  
Purchase
     28.0564  
Baker Brothers Life Sciences, L.P.
12/2/2011
     73,430  
Purchase
     28.0564  
14159, L.P.
12/2/2011
     1,965  
Purchase
     28.0564  
667, L.P.
12/5/2011
     1,992  
Purchase
     28.4999  
Baker Brothers Life Sciences, L.P.
12/5/2011
     12,066  
Purchase
     28.4999  
14159, L.P.
12/5/2011
     323  
Purchase
     28.4999  
667, L.P.
12/5/2011
     1,385  
Purchase
     28.3900  
Baker Brothers Life Sciences, L.P.
12/5/2011
     8,390  
Purchase
     28.3900  
14159, L.P.
12/5/2011
     225  
Purchase
     28.3900  
 
 
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.
 
December 5, 2011

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.
 
December 5, 2011

By:
/s/ Julian C. Baker
 
Julian C. Baker
   
By:
/s/ Felix J. Baker
 
Felix J. Baker
 
 
Page 8 of 8 Pages