Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. )
 
Genomic Health, Inc
(Name of Issuer)
     
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
     
 
37244C101
  
 
(CUSIP Number)
  
     
Leo Kirby
667 Madison Avenue, 17th Floor
New York, NY 10021
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
 
February 13, 2007
  
 
(Date of Event which Requires Filing of this Statement)
  
     

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. x
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*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).
 

 

Page 1 of 9 Pages


SCHEDULE 13D
 
CUSIP No.   37244C101      
  
Page   2   of   9  Pages

1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
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
0
8
SHARED VOTING POWER
2,625,229
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,625,229
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,625,229
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
14
TYPE OF REPORTING PERSON (See Instructions)
IN


Page 2 of 9 Pages

SCHEDULE 13D
 
CUSIP No.  37244C101      
  
Page   3   of   9    Pages

1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
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
2,625,229
8
SHARED VOTING POWER
2,625,229
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,625,229
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,625,229
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
x  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
14
TYPE OF REPORTING PERSON (See Instructions)
IN


Page 3 of 9 Pages



Item 1. Security and Issuer.
 
This statement on Schedule 13D relates to the common stock, $0.0001 par value (the “Common Stock”), of Genomic Health, Inc. a Delaware corporation (the “Company”), whose principal executive offices are located at 301 Penobscot Drive, Redwood City, California 94063.
 
Item 2. Identity and Background.
 
This statement is being filed by Julian C. Baker and Felix J. Baker (each, a “Reporting Person”), each of whom is a United States citizen. Set forth below is certain information with respect to each Reporting Person:
 
Name
Business Address
Present Principal Occupation
Julian C. Baker
667 Madison Avenue
New York, NY 10021
Managing Member, Baker Bros. Advisors, LLC (an entity engaged in investment activities)
 
Felix J. Baker
667 Madison Avenue
New York, NY 10021
Managing Member, Baker Bros. Advisors, LLC (an entity engaged in investment activities)

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
The funds used to purchase the shares of Common Stock reported in Item 5 below were provided from the available working capital of the entities there indicated.
 
Item 4. Purpose of Transaction.
 
The entities referred to in Item 5 below acquired the shares of Common Stock set forth therein solely for investment. The Reporting Persons expect to review from time to time the investment positions of these entities and may, depending on market and other conditions, increase or decrease their holdings.
 
Whether the entities purchase any additional shares of Common Stock or dispose of any shares of Common Stock, and the amount and timing of any such transactions, will depend upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of shares of Common Stock for purchase at particular price levels, the Company’s business and prospects, 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 Company, the availability and nature of opportunities to dispose of shares in the Company and other plans and requirements of the particular entities. Depending upon their assessments of these factors from time to time, the Reporting Persons may change their present intentions as stated above, including determining to acquire additional shares of Common Stock (by means of open market or privately negotiated purchases) or to dispose of some or all of the shares of Common Stock under their control. The Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Company or any sale of its assets or any change in its Board of Directors, management, capitalization, dividend strategy, charter or by-laws, or any other change in its business or corporate structure or with respect to the delisting or deregistration of any of its securities including, without limitation, those matters described in subparagraphs (a) though (j) of Item 4 of Schedule 13D.
 

Page 4 of 9 Pages


 
Julian C. Baker is a Director of the Company.
 
Item 5. Interest in Securities of the Issuer.
 
Set forth below is the aggregate number of shares of Common Stock heldas of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock that such number represents based upon 24,529,214 shares outstanding, as reported on the Company’s SEC Form 10Q filed on November 14, 2006.
 
   
Percent of class
  
 Name
 Number of Shares
Outstanding
  
Baker Bros. Investments, L.P.
173,897
0.7
%
Baker Bros. Investments II, L.P.
15,949
0.1
%
Baker Biotech Fund I, L.P.
524,589
2.1
%
Baker Brothers Life Sciences, L.P.
1,516,006
6.2
%
14159, L.P.
31,385
0.1
%
Baker/Tisch Investments, L.P.
189,506
0.8
%
FBB Associates
173,897
0.7
%
Total
2,625,229
10.7
%
 
By virtue of their ownership of entities that have the power to control the investment decisions of the limited partnerships listed in the table above, Julian C. Baker and Felix J. Baker may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote of and shared power to dispose or direct the disposition of such securities. Julian C. Baker and Felix J. Baker are also the sole partners of FBB Associates, a general partnership, and as such may be deemed to be beneficial owners of shares owned by FBB Associates and may be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of those shares.
 
The following transactions in Common Stock were effected by the entities noted below during the sixty days preceding the filing of this statement. None of the reporting Persons has effected any other transactions in Common Stock during this period.
 

Page 5 of 9 Pages


 
Name
Date
Number of Shares
Transaction
Price/ Share
14159, L.P.
12/1/2006
10,235
Purchase
20.4106
Baker Biotech Fund I, L.P.
12/1/2006
111,763
Purchase
20.4106
Baker Brothers Life Sciences, L.P.
12/1/2006
312,103
Purchase
20.4106
Baker/ Tisch Investments, L.P.
12/1/2006
5,860
Purchase
20.4106
14159, L.P.
12/1/2006
100
Purchase
18.9883
Baker Biotech Fund I, L.P.
12/1/2006
1,093
Purchase
18.9883
Baker Brothers Life Sciences, L.P.
12/1/2006
3,050
Purchase
18.9883
Baker/ Tisch Investments, L.P.
12/1/2006
57
Purchase
18.9883
14159, L.P.
12/1/2006
109
Purchase
18.9511
Baker Biotech Fund I, L.P.
12/1/2006
1,194
Purchase
18.9511
Baker Brothers Life Sciences, L.P.
12/1/2006
3,334
Purchase
18.9511
Baker/ Tisch Investments, L.P.
12/1/2006
63
Purchase
18.9511
14159, L.P.
12/1/2006
533
Purchase
20.7890
Baker Biotech Fund I, L.P.
12/1/2006
5,828
Purchase
20.7890
Baker Brothers Life Sciences, L.P.
12/1/2006
16,273
Purchase
20.7890
Baker/ Tisch Investments, L.P.
12/1/2006
306
Purchase
20.7890
14159, L.P.
12/1/2006
1,512
Purchase
19.0000
Baker Biotech Fund I, L.P.
12/1/2006
16,512
Purchase
19.0000
Baker Brothers Life Sciences, L.P.
12/1/2006
46,110
Purchase
19.0000
Baker/ Tisch Investments, L.P.
12/1/2006
866
Purchase
19.0000
14159, L.P.
12/4/2006
306
Purchase
20.3849
Baker Biotech Fund I, L.P.
12/4/2006
3,336
Purchase
20.3849
Baker Brothers Life Sciences, L.P.
12/4/2006
9,316
Purchase
20.3849
Baker/ Tisch Investments, L.P.
12/4/2006
175
Purchase
20.3849
14159, L.P.
12/4/2006
790
Purchase
20.7789
Baker Biotech Fund I, L.P.
12/4/2006
8,644
Purchase
20.7789
Baker Brothers Life Sciences, L.P.
12/4/2006
24,137
Purchase
20.7789
Baker/ Tisch Investments, L.P.
12/4/2006
454
Purchase
20.7789
14159, L.P.
12/5/2006
2,295
Purchase
22.5462
Baker Biotech Fund I, L.P.
12/5/2006
25,071
Purchase
22.5462
Baker Brothers Life Sciences, L.P.
12/5/2006
70,010
Purchase
22.5462
Baker/ Tisch Investments, L.P.
12/5/2006
1,315
Purchase
22.5462
14159, L.P.
12/6/2006
1,120
Purchase
21.5823
Baker Biotech Fund I, L.P.
12/6/2006
12,237
Purchase
21.5823
Baker Brothers Life Sciences, L.P.
12/6/2006
34,173
Purchase
21.5823
Baker/ Tisch Investments, L.P.
12/6/2006
642
Purchase
21.5823
Baker Bros. Investments II, L.P.
2/12/2007
49
Purchase
17.8925
14159, L.P.
2/12/2007
691
Purchase
17.8925
Baker Biotech Fund I, L.P.
2/12/2007
8,039
Purchase
17.8925
Baker Brothers Life Sciences, L.P.
2/12/2007
21,742
Purchase
17.8925
Baker/ Tisch Investments, L.P.
2/12/2007
449
Purchase
17.8925
Baker Bros. Investments II, L.P.
2/13/2007
373
Purchase
18.2575
14159, L.P.
2/13/2007
5,323
Purchase
18.2575
Baker Biotech Fund I, L.P.
2/13/2007
61,735
Purchase
18.2575
Baker Brothers Life Sciences, L.P.
2/13/2007
166,962
Purchase
18.2575
Baker/ Tisch Investments, L.P.
2/13/2007
3,445
Purchase
18.2575
14159, L.P.
2/14/2007
5
Purchase
18.4300
Baker Biotech Fund I, L.P.
2/14/2007
52
Purchase
18.4300
Baker Brothers Life Sciences, L.P.
2/14/2007
140
Purchase
18.4300
Baker/ Tisch Investments, L.P.
2/14/2007
3
Purchase
18.4300
Baker Bros. Investments II, L.P.
2/14/2007
157
Purchase
18.3600
14159, L.P.
2/14/2007
2,237
Purchase
18.3600
Baker Biotech Fund I, L.P.
2/14/2007
25,957
Purchase
18.3600
Baker Brothers Life Sciences, L.P.
2/14/2007
70,200
Purchase
18.3600
Baker/ Tisch Investments, L.P.
2/14/2007
1,449
Purchase
18.3600
Baker Bros. Investments II, L.P.
2/16/2007
1
Purchase
18.4300
14159, L.P.
2/16/2007
19
Purchase
18.4300
Baker Biotech Fund I, L.P.
2/16/2007
212
Purchase
18.4300
Baker Brothers Life Sciences, L.P.
2/16/2007
574
Purchase
18.4300
Baker/ Tisch Investments, L.P.
2/16/2007
12
Purchase
18.4300
Baker Bros. Investments II, L.P.
2/16/2007
55
Purchase
18.5432
14159, L.P.
2/16/2007
792
Purchase
18.5432
Baker Biotech Fund I, L.P.
2/16/2007
9,184
Purchase
18.5432
Baker Brothers Life Sciences, L.P.
2/16/2007
24,838
Purchase
18.5432
Baker/ Tisch Investments, L.P.
2/16/2007
513
Purchase
18.5432

 
 

 

Page 6 of 9 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Except as reported herein, neither of the Reporting Persons has any express contracts, arrangements or understandings with any other Reporting Person with respect to the securities of the Company. Except as set forth in Item 7 below, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with the Company.
 
Item 7. Material to Be Filed as Exhibits.
 
Exhibit 1. Agreement regarding the joint filing of this statement.
 

Page 7 of 9 Pages


 
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.
 
February 22, 2007

 
By:
 /s/ Julian C. Baker
 
  
Julian C. Baker
     
 
By:
 /s/ Felix J. Baker
 
  
Felix J. Baker


Page 8 of 9 Pages

EXHIBIT 1

AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.0001 par value, of Genomic Health, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
 
February 22, 2007

 
By:
 /s/ Julian C. Baker
   
Julian C. Baker
     
 
By:
 /s/ Felix J. Baker
   
Felix J. Baker

Page 9 of 9 Pages