X0306 4 2019-08-29 0 0001131324 GENOMIC HEALTH INC GHDX 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551132 Baker Bros. Investments II, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551136 Baker Bros. Investments, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551137 Baker/Tisch Investments, LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551138 14159, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087940 BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 Common Stock 159853 I See footnotes Common Stock 244225 I See footnotes Common Stock 1216909 I See footnotes Common Stock 7641672 I See footnotes Common Stock 2019-08-29 4 J 0 7815 0 D 165610 I See footnotes Common Stock 2019-08-29 4 J 0 8866 0 D 43361 I See footnotes Common Stock 2019-08-29 4 J 0 8340 0 A 95289 D Common Stock 2019-08-29 4 J 0 8341 0 A 95289 D Common Stock 2019-08-29 4 G 0 95289 0 D 0 D Common Stock 2019-08-29 4 G 0 95289 0 D 0 D As a result of their ownership interest in Baker Bros. Capital, L.P., Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Genomic Health, Inc. (the "Issuer") reported in column 5 of Table I directly held by Baker Bros. Investments, L.P. ("Bros I"), 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 Bros I. As a result of their ownership interest in 14159 Capital, L.P., Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 14159, L.P. ("14159"), 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. As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I 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. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P. ("Life Sciences"), Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 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. After giving effect to the transactions reported herein and as a result of their ownership interest in Baker/Tisch Capital, L.P., Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I 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. After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Bros. Capital, L.P., Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Baker Bros. Investments II, L.P. ("Bros. II" and together with Bros. I, 14159, 667, Life Sciences, and Baker/Tisch, the "Funds"), 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 Bros. II. Baker Bros. Advisors LP (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. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. 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 to the Adviser 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, the Adviser GP and the Adviser 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 Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Includes beneficial ownership of 1,910 RSUs, 16,701 shares of Common Stock issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 33,000 shares of Common Stock which were received from exercise of 33,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds may be deemed to own a portion. Includes beneficial ownership of 1,910 RSUs, 16,701 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 24,750 shares which were received from exercise of 24,750 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds may be deemed to own a portion. Represents shares of Common Stock distributed by Baker/Tisch as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to Julian C. Baker and Felix J. Baker. Julian C. Baker received 3,907 shares of Common Stock and Felix J. Baker received 3,908 shares of Common Stock. Represents shares of Common Stock distributed by Bros. II as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to Julian C. Baker and Felix J. Baker. Julian C. Baker received 4,433 shares of Common Stock and Felix J. Baker received 4,433 shares of Common Stock. Common Stock held directly by Julian C. Baker, including 8,340 shares of Common Stock received from the in-kind pro rata distributions without consideration reported above as well as 86,949 shares of Common Stock formerly held indirectly through FBB Associates. Common Stock held directly by Felix J. Baker, including 8,341 shares of Common Stock received from the in-kind pro rata distributions without consideration reported above as well as 86,948 shares of Common Stock formerly held indirectly through FBB Associates. Represents shares of Common Stock donated by Julian C. Baker. Represents shares of Common Stock donated by Felix J. Baker. Felix J. Baker and Julian C. Baker are directors of Genomic Health, Inc. (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 reporting persons are deemed directors by deputization of the Issuer. /s/ Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker Bros. Investments II, L.P.,pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments II, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-08-30 /s/ Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker Bros. Investments, L.P.,pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments, L.P. Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-08-30 /s/ Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker/Tisch Investments, L.P.,pursuant to authority granted by Baker/Tisch Capital, L.P., GP to Baker/Tisch Investments, L.P. Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-08-30 By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-08-30 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-08-30 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-08-30 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-08-30 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 2019-08-30 /s/ Felix J. Baker 2019-08-30 /s/ Julian C. Baker 2019-08-30