SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BAKER JULIAN

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 173,897 I See Footnote (1) (11)
Common Stock 194,161 I See Footnote (2) (11) (12)
Common Stock 173,897 I See Footnote (3) (11) (12)
Common Stock 13,238 I See Footnote (4) (11) (12)
Common Stock 1,488,539 I See Footnote (5) (11) (12)
Common Stock 05/09/2012 P 19,087 A $29.8955 (6) 8,462,023 I See Footnote (7) (11) (12)
Common Stock 05/09/2012 P 460 A $29.8955 (6) 232,924 I See Footnote (8) (11) (12)
Common Stock 05/10/2012 P 58,198 A $29.8584 (6) 8,520,221 I See Footnote (7) (11) (12)
Common Stock 05/10/2012 P 1,402 A $29.8584 (6) 234,326 I See Footnote (8) (11) (12)
Common Stock 05/10/2012 P 8,867 A $29.9771 (9) 8,529,088 I See Footnote (7) (11) (12)
Common Stock 05/10/2012 P 214 A $29.9771 (9) 234,540 I See Footnote (8) (11) (12)
Common Stock 05/11/2012 P 26,033 A $30.2163 (10) 8,555,121 I See Footnote (7) (11) (12)
Common Stock 05/11/2012 P 627 A $30.2163 (10) 235,167 I See Footnote (8) (11) (12)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BAKER JULIAN

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAKER BROS ADVISORS LLC

(Last) (First) (Middle)
667 MADISON AVENUE 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAKER FELIX

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
Explanation of Responses:
1. Julian C. Baker and Felix J. 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.
2. As a result of their ownership interest in Baker Tisch Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 194,161 shares of Common Stock of the Issuer directly held by Baker Tisch Investments, L.P. ("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.
3. As a result of their ownership interest in Baker Bros. Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 173,897 shares of Common Stock of the Issuer directly held by Baker Bros. Investments, L.P. ("Bake Bros. Investments"), 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 Baker Bros. Investments.
4. As a result of their ownership interest in Baker Bros. Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 13,238 shares of Common Stock of the Issuer directly held by Baker Bros. Investments II, L.P. ("Bake Bros. Investments 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 Baker Bros. Investments II.
5. As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 1,488,539 shares of Common Stock of the Issuer directly held by 667, L.P. ("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.
6. The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $29.75 to $30.00, inclusive on May 9, 2012, from $29.43 to $30.06, inclusive on May 10, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (6) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (9) and (10).
7. After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuers' shares of Common Stock reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences"), 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.
8. After giving effect to the transactions reported herein and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuers' shares of Common Stock reported in Column 5 of Table I directly held by 14159, L.P. ("14159", and together with Baker Tisch, Baker Bros. Investments, Baker Bros. Investments II, 667 and Life Sciences, the "Funds"), 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 L.P.'s right to receive an allocation of a portion of the profits from 14159.
9. The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $29.46 to $30.00, inclusive on May 10, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (9) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (6) and (10).
10. The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $29.95 to $30.50, inclusive on May 11, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (10) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (6) and (9).
11. The aggregate indirect beneficial ownership reported on this form is 10,834,020 shares.
12. Baker Bros. Advisors, LLC (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. Julian C. Baker and Felix J. Baker are principals of the Adviser. 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 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 and the Adviser (the "Reporting Persons") 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 the Reporting Persons is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Remarks:
Remarks: Julian C. Baker is a director of 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 Adviser and Felix J. Baker, as principal to the Adviser, are deemed directors by deputization due to the Adviser's and Felix J. Baker's ability to control the Funds and Felix J. Baker's partnership interest in FBB Associates.
/s/ Julian C. Baker 05/11/2012
BAKER BROS. ADVISORS, LLC Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 05/11/2012
/s/ Felix J. Baker 05/11/2012
** Signature of Reporting Person Date
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