CUSIP No. 37244C101
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13G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG Group Holdings (SBS) Advisors, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
-0-
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
1,410,273
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
-0-
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WITH:
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8
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SHARED DISPOSITIVE POWER
1,410,273 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,273
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% (1)
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12
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TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 37244C101
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13G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Bonderman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
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5
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SOLE VOTING POWER
-0-
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|||
SHARES
BENEFICIALLY
OWNED BY
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6
|
SHARED VOTING POWER
1,410,273
|
|||
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
-0-
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|||
WITH:
|
8
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SHARED DISPOSITIVE POWER
1,410,273
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,273
|
||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% (2)
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12
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TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 81943P104
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13G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James G. Coulter
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
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5
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SOLE VOTING POWER
-0-
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|||
SHARES
BENEFICIALLY
OWNED BY
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6
|
SHARED VOTING POWER
1,410,273
|
|||
EACH
REPORTING
PERSON
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7
|
SOLE DISPOSITIVE POWER
-0-
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|||
WITH:
|
8
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SHARED DISPOSITIVE POWER
1,410,273
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,273
|
||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% (3)
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12
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TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 1(a).
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Name of Issuer: | ||||
Genomic Health, Inc. (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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301 Penobscot Drive
Redwood City, CA 94063
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Item 2(a).
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Name of Person Filing: | ||||
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This Amendment No. 1 (“Amendment 1”) to Schedule 13G (as amended, the “Schedule 13G”) is being filed jointly on behalf of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG Ventures GenPar Advisors, LLC, a Delaware limited liability company (“Ventures GenPar Advisors”), and (ii) TPG Biotechnology GenPar Advisors, LLC, a Delaware limited liability company (“Biotechnology GenPar Advisors”). Ventures GenPar Advisors is the general partner of TPG Ventures GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG Ventures, L.P., a Delaware limited partnership (“TPG Ventures”), which directly holds 423,081 shares of the Common Stock of the Issuer (the “Ventures Shares”) reported herein. Biotechnology GenPar Advisors is the general partner of TPG Biotechnology GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology L.P., a Delaware limited partnership (“TPG Biotech” and, together with TPG Ventures, the “TPG Funds”), which directly holds 987,192 shares of the Common Stock of the Issuer (the “Biotech Shares” and, together with the Ventures Shares, the “Shares”) reported herein. Because of Group Advisors’ relationship to the TPG Funds, Group Advisors may be deemed to beneficially own the Shares.
David Bonderman and James G. Coulter are officers, directors and sole shareholders of Group Advisors and therefore may be deemed to beneficially own the Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of each of the Reporting Persons is as follows:
c/o TPG Global, LLC
301 Commerce Street, Suite 3300
Forth Worth, Texas 76102
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Item 2(c).
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Citizenship:
See responses to Item 4 on each cover page.
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Item 2(d).
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Title of Class of Securities:
Common Stock, par value $0.0001 per share (“Common Stock”).
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Item 2(e).
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CUSIP Number:
37244C101
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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Group in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
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Item 4. | Ownership. | ||
(a) |
Amount Beneficially Owned:
See responses to Item 9 on each cover page.
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(b) | Percent of Class: | ||
See responses to Item 11 on each cover page.
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(c) | Number of shares as to which such person has: | ||
(i) | Sole power to vote or to direct the vote: | ||
See responses to Item 5 on each cover page.
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(ii) | Shared power to vote or to direct the vote: | ||
See responses to Item 6 on each cover page. | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
See responses to Item 7 on each cover page.
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(iv) | Shared power to dispose or direct the disposition of: | ||
See responses to Item 8 on each cover page.
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Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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See response to Item 2(a) above.
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Item 8. |
Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9. |
Notice of Dissolution of Group.
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Not Applicable. | |||
Item 10.
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Certification. | ||
Not Applicable . |
TPG Group Holdings (SBS) Advisors, Inc.
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By: /s/ Ronald Cami
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Name: Ronald Cami | ||
Title: Vice President | ||
David Bonderman
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By: /s/ Ronald Cami
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Name: Ronald Cami, on behalf of David Bonderman (4) | ||
James G. Coulter
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By: /s/ Ronald Cami
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Name: Ronald Cami, on behalf of James G. Coulter (5) | ||
Exhibit 1
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Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*
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