If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
¨
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No.
37244C101
|
|
Page
2
of
11
Pages
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
13,794,052 (1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
13,794,052 (1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,794,052 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
|
(1)
|
Includes 79,265 shares of the Issuer’s common stock underlying options directly held by Julian C. Baker, 45,921 shares
of the Issuer’s common stock underlying options directly held by Felix J. Baker,12,813 shares of the Issuer’s common
stock directly held by Julian C. Baker and 5,218 shares of the Issuer’s common stock directly held by Felix J. Baker.
|
|
(2)
|
Based on 33,015,163 shares of common stock outstanding as of April 30, 2016, as reported in the Issuer’s Form 10-Q filed
with the SEC on May 9, 2016.
|
CUSIP No.
37244C101
|
|
Page
3
of
11
Pages
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
13,794,052 (1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
13,794,052 (1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,794,052 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1)
|
Includes 79,265 shares of the Issuer’s common stock underlying options directly held by Julian C. Baker, 45,921 shares
of the Issuer’s common stock underlying options directly held by Felix J. Baker, 12,813 shares of the Issuer’s common
stock directly held by Julian C. Baker and 5,218 shares of common stock directly held by Felix J. Baker.
|
|
(2)
|
Based on 33,015,163 shares of common stock outstanding as of April 30, 2016, as reported in the Issuer’s Form 10-Q filed
with the SEC on May 9, 2016.
|
CUSIP No.
37244C101
|
|
Page
4
of
11
Pages
|
1
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
13,967,949 (1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
13,967,949 (1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,967,949 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.1% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes 79,265 shares of the Issuer’s common stock underlying options directly held by Julian C. Baker, 45,921 shares
of common stock of the Issuer underlying options directly held by Felix J. Baker, 12,813 shares of the Issuer’s common stock
directly held by Julian C. Baker, 5,218 shares of the Issuer’s common stock directly held by Felix J. Baker and 173,897 shares
of the Issuer’s common stock directly held by FBB Associates.
|
|
(2)
|
Based on 33,015,163 shares of common stock outstanding as of April 30, 2016, as reported in the Issuer’s Form 10-Q filed
with the SEC on May 9, 2016.
|
CUSIP No.
37244C101
|
|
Page
5
of
11
Pages
|
1
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
13,967,949 (1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
13,967,949 (1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,967,949 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.1% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes 79,265 shares of the Issuer’s common stock underlying options directly held by Julian C. Baker, 45,921 shares
of the Issuer’s common stock underlying options directly held by Felix J. Baker, 12,813 shares of the Issuer’s common
stock directly held by Julian C. Baker, 5,218 shares of the Issuer’s common stock directly held by Felix J. Baker and 173,897
shares of the Issuer’s common stock directly held by FBB Associates.
|
|
(2)
|
Based on 33,015,163 shares of common stock outstanding as of April 30, 2016, as reported in the Issuer’s Form 10-Q filed
with the SEC on May 9, 2016.
|
CUSIP No.
37244C101
|
|
Page
6
of
11
Pages
|
1
|
NAMES OF REPORTING PERSONS
FBB Associates
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
173,897
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
173,897
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,897
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
(1) Based on 33,015,163 shares of common stock outstanding
as of April 30, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on May 9, 2016.
Amendment No. 29 to Schedule 13D
This Amendment No. 29 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 amended and restated management agreements, 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 Adviser has complete and unlimited discretion and authority with respect to the Funds’
investments and voting power over investments.
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 Items 4 and 5 below is incorporated herein
by reference.
Item
4. Purpose of the Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the
case may be, as follows:
On May 17, 2016 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 $10.73 per share (the “Exercised Stock Options”) held directly by Julian
C. Baker. Julian C. Baker and Felix J. Baker currently serve on the Issuer’s Board of Directors (the “Board”)
as representatives of the Funds. The policy of the Funds and the Adviser does not permit employees or principals 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 16, 2016. 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 17, 2016, 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 working capital and through loans from certain of the Funds. The
total amount expended on acquiring the Received Common Stock was $88,522.50.
In order to effect the exercise of the Exercised Stock Options,
on May 16, 2016, the Adviser entered into a Loan Agreement with Life Sciences, 667 and 14159 (the “Loan Agreement”)
pursuant to which 667, Life Sciences and 14159 loaned $11,212.85, $72,899.62 and $1,942.13, respectively, totaling $86,054.60 to
the Adviser for the purpose of acquiring the Received Common Stock. The loan is due on May 16, 2046, or earlier if the shares of
Received Common Stock are sold (the “Due Date”), with interest payable through the Due Date at a rate of 2.24% annually.
The foregoing descriptions of the Proceeds Agreement and Loan
Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Proceeds Agreement
and Loan Agreement, which are filed as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
The Reporting Persons or their affiliates may purchase additional
securities of the Issuer 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 and management of the Issuer, the availability
and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular persons.
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 make suggestions to the management
of the Issuer regarding financing, and may acquire additional securities of the Issuer, including shares of common stock (by means
of open market purchases, privately negotiated purchases, exercise of some or all of the Stock Options (as defined below), or otherwise)
or may 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.
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. 29 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 33,015,163 shares of Common Stock outstanding
as of April 30, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on May 9, 2016. Such percentage figures are
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Name
|
|
Number of
Shares
|
|
|
Percent of Class
Outstanding
|
|
Baker Bros. Investments, L.P.
|
|
|
173,897
|
|
|
|
0.6
|
%
|
Baker Bros. Investments II, L.P.
|
|
|
13,238
|
|
|
|
0.0
|
%
|
667, L.P.
|
|
|
1,729,408
|
|
|
|
5.2
|
%
|
Baker Brothers Life Sciences, L.P.
|
|
|
11,240,285
|
|
|
|
34.1
|
%
|
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. 29 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.
In addition, on April 1, 2016, Felix J. Baker and Julian C.
Baker each received 392 shares of restricted stock of the Issuer (“Restricted Stock”) pursuant to the Issuer's 2005
Stock Incentive Plan in lieu of $10,000 in director retainer fees, respectively. The shares of Restricted Stock are fully vested.
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, Restricted Stock or stock options (“Stock Options”) received by Felix
J. Baker or Julian C. Baker as director compensation. The Funds are entitled to the pecuniary interest in the 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 the common stock, Restricted Stock and Stock Options (i.e. no direct pecuniary interest).
The Adviser has voting and investment power over the common
stock, Restricted Stock and Stock Options held by Julian C. Baker and Felix J. Baker received as director compensation. The Adviser
GP, and Felix J. Baker and Julian C. Baker as principals of the Adviser GP, may be deemed to have the power to vote or direct the
vote of and the power to dispose or direct the disposition of the common stock, Restricted Stock and Stock Options held by Julian
C. Baker and Felix J. Baker received as director compensation.
(c) Except as disclosed herein or in any previous
amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities
of the Issuer during the past 60 days.
(d)
Certain securities of the
Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited
partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling
members of Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are held
directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P.,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and
Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC.
Certain securities of the Issuer are held
directly by 14159, a limited partnership the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole
general partner of which is 14159 Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital
(GP), LLC.
Certain securities of the Issuer are held
directly by FBB, a general partnership the sole members of which are Julian C. Baker and Felix J. Baker.
Certain securities of the Issuer are held
directly by Baker Bros. Investments, 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.
Certain securities of the Issuer are held
directly by 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.
Certain securities of the Issuer are held
directly by Baker Tisch, a limited partnership the sole general partner of which is Baker/Tisch Capital, L.P., a limited partnership
the sole general partner of which is Baker/Tisch Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members
of Baker/Tisch Capital (GP), LLC.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
Item 6 of this Schedule 13D is hereby supplemented and amended,
as the case may be, as follows:
The disclosure in Item 4 is incorporated
by reference herein.
The Proceeds Agreement and the Loan Agreement are filed as Exhibits
99.1 and 99.2, respectively, and are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit
|
|
Description
|
|
|
|
99.1
|
|
Proceeds Agreement, dated May 16, 2016, by and between the Adviser and Julian C. Baker.
|
|
|
|
99.2
|
|
Loan Agreement, dated May 16, 2016, by and among the Adviser and the Funds.
|
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
May 19, 2016
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
/s/ Julian C. Baker
|
|
|
Julian C. Baker
|
|
|
|
|
/s/ Felix J. Baker
|
|
|
Felix J. Baker
|
|
FBB Associates
|
|
|
|
|
By:
|
/s/ Julian C. Baker
|
|
|
Name: Julian C. Baker
Title: Partner
|