Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 7)
 
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, 21st Floor
New York, NY  10065
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
 
August 30, 2010
  
 
(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.  o
 
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 8 Pages

SCHEDULE 13D
 
CUSIP No.   37244C101      
 
  
Page   2   of   8   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)   o
 
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)
 
   o
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
41,250
 
8
 
SHARED VOTING POWER
6,812,402
 
9
 
SOLE DISPOSITIVE POWER
41,250
 
10
 
SHARED DISPOSITIVE POWER
6,812,402
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,853,652
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
   o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
IN
 

Page 2 of 8 Pages

SCHEDULE 13D
 
CUSIP No.  37244C101      
 
  
Page   3   of   8    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)  o
 
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)
 
   o
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
6,812,402
 
9
 
SOLE DISPOSITIVE POWER
  0
 
10
 
SHARED DISPOSITIVE POWER
6,812,402
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,812,402
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
   o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
IN
 
Page 3 of 8 Pages

This Amendment No. 7 to Schedule 13D is being filed by Julian C. Baker and Felix J. Baker (the “Reporting Persons”) to supplement the statements on Schedule 13D previously filed by them, as heretofore amended.  Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
 
Item 5.
Interest in Securities of the Issuer.
 
Set forth below is the aggregate number of shares of Common Stock held, including shares that maybe acquired upon exercise of Options as 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 28,823,369 shares outstanding, as reported on the company’s SEC Form 10Q filed on August 9, 2010. Such percentage figures are calculated on the basis that the Options owned by the Reporting Persons are deemed exercised for shares of Common Stock but other outstanding Options are not deemed exercised.
 
Name
  
Number of Shares
    
Percent of Class
Outstanding
  
Baker Bros. Investments, L.P.
     173,897       0.6 %
Baker Bros. Investments II, L.P.
     20,287       0.1 %
667, L.P.
     1,253,653       4.3 %
Baker Brothers Life Sciences, L.P.
     4,864,263       16.8 %
14159, L.P.
     132,244       0.5 %
FBB Associates
     173,897       0.6 %
Baker/Tisch Investments, L.P.
     194,161       0.7 %
Julian C. Baker
     41,250       0.1 %
 
                
Total
     6,853,652       23.7 %
 
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.
 
Julian C. Baker is a Director of the Company.
 
The following transactions in Common Stock were effected by the entities noted below since the date of Amendment No. 6. None of the reporting Persons has effected any other transactions in Common Stock during this period.
 
Page 4 of 8 Pages
 
                 
Name
Date
  
Number of
          
     
Shares
  
Transaction
  
Price / Share
  
                 
Baker Brothers Life Sciences, L.P.
8/16/2010
     13,721  
Purchase
     15  
14159, L.P.
8/16/2010
     379  
Purchase
     15  
Baker Brothers Life Sciences, L.P.
8/16/2010
     3,621  
Purchase
     14.9300  
14159, L.P.
8/16/2010
     100  
Purchase
     14.9300  
Baker Brothers Life Sciences, L.P.
8/18/2010
     1,845  
Purchase
     15.0000  
14159, L.P.
8/18/2010
     51  
Purchase
     15.0000  
Baker Brothers Life Sciences, L.P.
8/19/2010
     43,005  
Purchase
     14.6461  
14159, L.P.
8/19/2010
     1,187  
Purchase
     14.6461  
Baker Brothers Life Sciences, L.P.
8/19/2010
     12,300  
Purchase
     14.5640  
14159, L.P.
8/19/2010
     340  
Purchase
     14.5640  
Baker Brothers Life Sciences, L.P.
8/20/2010
     7,299  
Purchase
     14.5260  
14159, L.P.
8/20/2010
     201  
Purchase
     14.5260  
Baker Brothers Life Sciences, L.P.
8/20/2010
     19,973  
Purchase
     14.5121  
14159, L.P.
8/20/2010
     551  
Purchase
     14.5121  
Baker Brothers Life Sciences, L.P.
8/23/2010
     43,494  
Purchase
     14.4313  
14159, L.P.
8/23/2010
     1,201  
Purchase
     14.4313  
Baker Brothers Life Sciences, L.P.
8/23/2010
     24,398  
Purchase
     14.4616  
14159, L.P.
8/23/2010
     673  
Purchase
     14.4616  
Baker Brothers Life Sciences, L.P.
8/26/2010
     15,775  
Purchase
     14.2423  
14159, L.P.
8/26/2010
     435  
Purchase
     14.2423  
Baker Brothers Life Sciences, L.P.
8/26/2010
     24,328  
Purchase
     14.2424  
14159, L.P.
8/26/2010
     672  
Purchase
     14.2424  
Baker Brothers Life Sciences, L.P.
8/27/2010
     36,671  
Purchase
     14.4227  
14159, L.P.
8/27/2010
     1,012  
Purchase
     14.4227  
Baker Brothers Life Sciences, L.P.
8/27/2010
     890  
Purchase
     14.1657  
14159, L.P.
8/27/2010
     25  
Purchase
     14.1657  
Baker Brothers Life Sciences, L.P.
8/30/2010
     35,009  
Purchase
     14.4502  
14159, L.P.
8/30/2010
     966  
Purchase
     14.4502  
Baker Brothers Life Sciences, L.P.
8/30/2010
     11,038  
Purchase
     14.4352  
14159, L.P.
8/30/2010
     305  
Purchase
     14.4352  
 
Page 5 of 8 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 6 of 8 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.
 
August 30, 2010

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

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

Page 7 of 8 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.
 
August 30, 2010

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

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

 
Page 8 of 8 Pages