Page 8 of 12 – SEC Filing
CUSIP No. 37244C101 | Page 8 of 12 Pages |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
The disclosure in Item 4 below is incorporated herein by reference.
Item 4. | Purpose of the Transaction. |
Item 4 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
On March 9, 2018, the Adviser acquired beneficial ownership
of 8,250 shares of common stock of Genomic Health, Inc. (the “Issuer”), as a result of the exercise of 8,250 options
to purchase the Issuer’s common stock at $18.50 per share (the “Exercised Stock Options”) held directly by Julian
C. Baker. Julian C. Baker currently serves on the Issuer’s Board of Directors (the “Board”) as a representative
of the Funds. The policy of the Funds and the Adviser does not permit full-time employees of the Adviser to receive compensation
for serving as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in the Exercised Stock Options.
Julian C. Baker, as an agent in his capacity as a director of the Issuer, entered into a proceeds agreement (the “Proceeds
Agreement”) with the Adviser on March 8, 2018. Pursuant to the Proceeds Agreement, Julian C. Baker agreed that, with respect
to the Exercised Stock Options and the common stock received as a result of the exercise of the Exercised Stock Options (the “Received
Common Stock”) on March 9, 2018, the Adviser will have dispositive power as well as the ability to control the timing of
exercise of the Exercised Stock Options and that any proceeds from the sale of the Received Common Stock will be remitted to the
Adviser net of brokerage commissions. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have
neither voting nor dispositive power and have no direct pecuniary interest in the Exercised Stock Options or the Received Common
Stock.
Pursuant to the Proceeds Agreement, the Adviser funded Julian
C. Baker’s exercise of the Exercised Stock Options through loans from the Funds (the “Loan Agreements”). The
total amount expended on acquiring the Received Common Stock was $152,625.
In order to effect the exercise of the Exercised Stock Options,
on March 8, 2018, the Adviser entered into the Loan Agreements with the Funds pursuant to which 667, Life Sciences and 14159 loaned
$19,307.41, $125,757.37 and $3,328.09, respectively, totaling $148,392.87 to the Adviser for the purpose of acquiring the Received
Common Stock. The loan is due March 8, 2048, or earlier if the Received Common Stock are sold (“Due Date”), with interest
payable through the Due Date at a rate of 2.66% annually.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase additional securities of the Issuer or dispose of securities in varying
amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including
the availability of shares of common stock or other securities for purchase at particular price levels, the business prospects
of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions,
the attitudes and actions of the Board and management of the Issuer, the availability and nature of opportunities to dispose of
shares of the Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual
interest with the Issuer, which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may make suggestions to the management
of the Issuer regarding financing, and may acquire additional securities of the Issuer, including shares of common stock (by means
of open market purchases, privately negotiated purchases, exercise of some or all of the Stock Options (as defined below), or otherwise)
or may dispose of some or all of the securities of the Issuer, including shares of common stock, under their control.