Page 6 of 9 – SEC Filing
Amendment No. 2 to Schedule 13D
This Amendment No. 2 to Schedule 13D amends and supplements
the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP), LLC
(the “Adviser GP”), Julian C. Baker and Felix J. Baker. Except as supplemented herein, such statements, as heretofore
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.
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 regarding the purchases 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:
The information in Item 6 is incorporated by reference herein.
On July 31, 2017, Invitae Corporation (“the Issuer”)
entered into a securities purchase agreement (the “Purchase Agreement”) with several new and existing investors, including
Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”), related to a private placement
(the “Private Placement”) of 5,188,235 shares of the Issuer’s Common Stock and 3,458,823 shares of Series A Convertible
Preferred Stock, $0.0001 par value per share (“Convertible Preferred”) at a price of $8.50 per share. Pursuant to the
Purchase Agreement, 667 and Life Sciences purchased 349,760 and 3,109,063 shares of Convertible Preferred, respectively. Each of
667 and Life Sciences purchased the shares of Convertible Preferred with their working capital. The Convertible Preferred is a
Common Stock equivalent with no voting rights and converts into shares of Common Stock at a conversion price equal to $8.50 per
share, subject to adjustment for events such as stock splits, stock dividends, reorganizations, recapitalizations and other events
as provided for in the Certificate of Designation of the Convertible Preferred. The Private Placement is expected to close on August
3, 2017.
Life Sciences, 667 and 14159, L.P. (collectively, the
“Funds”) hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may
purchase additional securities 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
of directors 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 assess whether to make suggestions
to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer, including shares
of Common Stock (by means of open market purchases, privately negotiated purchases, or otherwise) or to dispose of some or all
of the securities of the Issuer, including shares of Common Stock, under their control.
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.
