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Filing Details

Accession Number:: 0001144204-12-028186
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-11 19:01:59
Reporting Period:: 2012-05-09

Filing Date:: 2012-05-11
Accepted Time:: 2012-05-11 18:01:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1131324	Genomic Health Inc	GHDX	Services-Medical Laboratories (8071)	770552594

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1087940	Felix Baker	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1263508	Baker Bros Advisors Llc	667 Madison Avenue 21St Floor New York NY US 10065	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-05-09	19,087	$29.90	8,462,023	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2012-05-09	460	$29.90	232,924	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2012-05-10	58,198	$29.86	8,520,221	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2012-05-10	1,402	$29.86	234,326	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2012-05-10	8,867	$29.98	8,529,088	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2012-05-10	214	$29.98	234,540	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2012-05-11	26,033	$30.22	8,555,121	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2012-05-11	627	$30.22	235,167	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	173,897	Indirect	See Footnote
Common Stock	194,161	Indirect	See Footnote
Common Stock	173,897	Indirect	See Footnote
Common Stock	13,238	Indirect	See Footnote
Common Stock	1,488,539	Indirect	See Footnote

Footnotes

Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 173,897 shares of Common Stock of Genomic Health, Inc. (the "Issuer") directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
As a result of their ownership interest in Baker Tisch Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 194,161 shares of Common Stock of the Issuer 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.
As a result of their ownership interest in Baker Bros. Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 173,897 shares of Common Stock of the Issuer directly held by Baker Bros. Investments, L.P. ("Bake Bros. Investments"), 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 Baker Bros. Investments.
As a result of their ownership interest in Baker Bros. Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 13,238 shares of Common Stock of the Issuer directly held by Baker Bros. Investments II, L.P. ("Bake Bros. Investments II"), 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 Baker Bros. Investments II.
As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 1,488,539 shares of Common Stock of the Issuer 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.
The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $29.75 to $30.00, inclusive on May 9, 2012, from $29.43 to $30.06, inclusive on May 10, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (6) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (9) and (10).
After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuers' shares of Common Stock reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("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 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuers' shares of Common Stock reported in Column 5 of Table I directly held by 14159, L.P. ("14159", and together with Baker Tisch, Baker Bros. Investments, Baker Bros. Investments II, 667 and Life Sciences, the "Funds"), 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.
The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $29.46 to $30.00, inclusive on May 10, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (9) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (6) and (10).
The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $29.95 to $30.50, inclusive on May 11, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (10) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (6) and (9).
The aggregate indirect beneficial ownership reported on this form is 10,834,020 shares.
Baker Bros. Advisors, LLC (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. Julian C. Baker and Felix J. Baker are principals of the Adviser. 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 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 and the Adviser (the "Reporting Persons") 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 the Reporting Persons is a beneficial owner of such securities for purposes of Section 16 or any other purpose.