UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Baker Bros. Investments II, L.P. 667 MADISON AVENUE 21ST FLOOR NEW YORK, NY US 10065 |
 X |  |  |  |
Baker Bros. Investments II, L.P., By: Baker Bros. Capital, L.P. its general partner, By: Baker Bros. Capital (GP), LLC, its general partner /s/ Name: Julian C. Baker Title: Managing Member | 07/31/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The shares of common stock of Genomic Health, Inc. reported herein are held directly by Baker Bros. Investments II, L.P. ("Baker Bros. Investments II"), a limited partnership the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC. Baker Bros. Advisors, LLC (the "Adviser") serves as the Investment Adviser to Baker Bros. Investments II. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest. On April 12, 2012, the Adviser, Baker Bros. Investments II and the general partner of Baker Bros. Investments II entered into an amended and restated management agreement which gave the Adviser complete and unlimited discretion and authority with respect to Baker Bros. Investments II's investments and voting power over investments. The general partner of Baker Bros. Investments II relinquished all discretion and authority with respect to Baker Bros. Investments II's investments and voting power over investments. Julian C. Baker and Felix J. Baker each may be deemed to control the Adviser and to indirectly beneficially own the shares beneficially owned by it. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Felix J. Baker or Julian C. Baker is the beneficial owner of the above referenced securities for purposes of Section 16 or for any other purpose. The shares reported herein have been previously reported by Felix J. Baker, Julian C. Baker and the Adviser in their own Section 16 reports. In the future, Baker Bros. Investments II may jointly file Section 16 reports with Julian C. Baker, Felix J. Baker and the Adviser. |
 Remarks: Remarks: Julian C. Baker and Felix J. Baker are directors of Genomic Health Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Baker Bros. Investments II, L.P. is deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer. |