Page 9 of 12 – SEC Filing
| CUSIP No. 37244C101 | Page 9 of 12 Pages |
Except as otherwise disclosed herein, at the present time, the
Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer
including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of this Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each
of the cover pages of this Amendment No. 33 are incorporated herein by reference. Set forth below is the aggregate number of shares
of common stock of the Issuer directly held by each of the Funds and the percentage of the Issuer’s outstanding shares of
common stock such holdings represent. The information set forth below is based upon 34,785,241 shares of common stock outstanding
as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017. Such percentage figures
are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
| Name | Number | Percent | ||
| Baker Bros. Investments, L.P. | 173,897 | 0.5% | ||
| Baker Bros. Investments II, L.P. | 13,238 | 0.0% | ||
| 667, L.P. | 1,739,512 | 5.0% | ||
| Baker Brothers Life Sciences, L.P. | 11,330,181 | 32.6% | ||
| 14159, L.P. | 299,846 | 0.9% | ||
| Baker/Tisch Investments, L.P. | 194,161 | 0.6% |
The Adviser GP, Felix J. Baker and Julian
C. Baker as principals of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly
held by the Funds, and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition
of such securities. Julian C. Baker and Felix J. Baker are also the sole partners of FBB, a general partnership, and as such may
be deemed to be beneficial owners of shares of common stock directly held by FBB and may be deemed to have the power to vote or
direct the vote and dispose or direct the disposition of those shares.
The Reporting Persons disclaim beneficial
ownership of the securities directly held by each of the Funds, and this Amendment No. 33 shall not be deemed an admission that
the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose.
Julian C. Baker and Felix J. Baker are Directors
of the Issuer. Julian C. Baker serves as the Chair of the Nominating and Corporate Governance Committee and Felix J. Baker serves
as the Chair of the Compensation Committee and serves on the Science & Technology Committee of the Issuer’s Board.
Felix J. Baker and Julian C. Baker serve on the Issuer’s
Board as representatives of the Funds. Due to the agreements and policies of the Funds, Felix J. Baker and Julian C. Baker do not
have any right to receive any profits from any securities received as compensation for serving as Directors of the Issuer and therefore
have no pecuniary interest in the common stock, shares of restricted stock received in lieu of director retainer fees (“Restricted
Stock”) or options to purchase common stock of the Issuer (“Stock Options”) received by Felix J. Baker or Julian
C. Baker as director compensation. The Funds are entitled to the pecuniary interest in such common stock, Restricted Stock and
Stock Options as each holds an indirect pecuniary interest. Felix J. Baker and Julian C. Baker, solely as a result of their ownership
interest in the general partners of the general partners of the Funds, may be deemed to have an indirect pecuniary interest in
such common stock, Restricted Stock and Stock Options (i.e. no direct pecuniary interest).
