Page 7 of 11 – SEC Filing
Amendment No. 32 to Schedule 13D
This Amendment No. 32 to Schedule 13D amends and supplements
the statements on the previously filed Schedule 13D, as amended, filed by Baker Bros. Advisors LP (the “Adviser”),
Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker, Felix J. Baker, and FBB Associates (“FBB”)
(collectively the “Reporting Persons”). Except as supplemented herein, such statements, as hereto amended and supplemented,
remain in full force and effect. Information given in response to each item shall be deemed incorporated by reference in all other
items, as applicable. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D,
as amended.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”),
14159, L.P. (“14159”), 667, L.P. (“667”), Baker Bros. Investments, L.P. (“Baker Bros. Investments”),
Baker Bros. Investments II, L.P. (“Baker Bros. Investments II”), and Baker/Tisch Investments, L.P. (“Baker Tisch”,
and together with Life Sciences, 14159, 667, Baker Bros. Investments and Baker Bros. Investments II, the “Funds”),
and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion
and authority with respect to the investment and voting power of securities held by the Funds, and thus the Adviser has complete
and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
The same Reporting Persons
had previously filed with Julian C. Baker as the lead Reporting Person; commencing with this filing, Baker Bros. Advisors LP will
be listed as the lead Reporting Person to improve clarity. The change in lead Reporting Person does not reflect any change in beneficial
ownership amongst the Reporting Persons.
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 May 31, 2017, 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 $18.13 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 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 May 31, 2017. 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 May 31, 2017, 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 $149,572.50.
In order to effect the exercise of the Exercised Stock Options,
on May 31, 2017, the Adviser entered into the Loan Agreements with the Funds pursuant to which 667, Life Sciences and 14159 loaned
$18,921.26, $123,242.22 and $3,261.53, respectively, totaling $145,425.01 to the Adviser for the purpose of acquiring the Received
Common Stock. The loan is due May 31, 2047, or earlier if the Received Common Stock are sold (“Due Date”), with interest
payable through the Due Date at a rate of 2.75% annually.
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