Genomic Health, Inc.
GENOMIC HEALTH INC (Form: SC 13D/A, Received: 03/12/2018 17:19:05)
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

(Amendment No. 33)

 

Genomic Health, Inc.

 

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

 

(Title of Class of Securities)

 

37244C101

 

(CUSIP number)

 

Alexandra A. Toohey

Chief Financial Officer

Baker Bros. Advisors LP

860 Washington Street, 3 rd Floor

New York, NY 10014

(212) 339-5690

 

(Name, address and telephone number of person authorized to receive notices and communications)

 

March 8, 2018

 

(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. ¨

 

(Continued on the following pages)

 

 

 

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 (“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   12   Pages

 

 

1.

NAMES OF REPORTING PERSONS

 

Baker Bros. Advisors LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS*

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:

 

13,918,966 (1)

8.

SHARED VOTING POWER:

 

0

9.

SOLE DISPOSITIVE POWER:

 

13,918,966 (1)

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

13,918,966 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.9% (1)(2)

14.

TYPE OF REPORTING PERSON*

 

IA, PN

 

 

 
(1) Includes 72,765 shares of the common stock of Genomic Health, Inc. (the “Issuer”) underlying options directly held by Julian C. Baker, 56,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 31,598 shares of the Issuer’s common stock directly held by Julian C. Baker and 7,503 shares of the Issuer’s common stock directly held by Felix J. Baker.
(2) Based on 34,785,241 shares of the Issuer’s common stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 9, 2017.

 

 

 

CUSIP No.   37244C101   Page   3   of   12   Pages

 

 

1.

NAMES OF REPORTING PERSONS

 

Baker Bros. Advisors (GP) LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS*

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:

 

13,918,966 (1)

8.

SHARED VOTING POWER:

 

0

9.

SOLE DISPOSITIVE POWER:

 

13,918,966 (1)

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

13,918,966 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.9% (1)(2)

14.

TYPE OF REPORTING PERSON*

 

HC, OO

 

 

 
(1) Includes 72,765 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 56,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 31,598 shares of the Issuer’s common stock directly held by Julian C. Baker and 7,503 shares of the Issuer’s common stock directly held by Felix J. Baker.
(2) Based on 34,785,241 shares of the Issuer’s common stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017.

 

 

 

CUSIP No.   37244C101   Page   4   of   12   Pages

 

 

1.

NAMES OF REPORTING PERSONS

 

Julian C. Baker

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS*

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:

 

14,092,863 (1)

8.

SHARED VOTING POWER:

 

0

9.

SOLE DISPOSITIVE POWER:

 

14,092,863 (1)

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

14,092,863 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

40.4% (1)(2)

14.

TYPE OF REPORTING PERSON*

 

IN, HC

 

 

 
(1) Includes 72,765 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 56,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 31,598 shares of the Issuer’s common stock directly held by Julian C. Baker and 7,503 shares of the Issuer’s common stock directly held by Felix J. Baker.
(2) Based on 34,785,241 shares of the Issuer’s common stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017.

 

 

 

CUSIP No.   37244C101   Page   5   of   12   Pages

 

 

1.

NAMES OF REPORTING PERSONS

 

Felix J. Baker

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS*

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:

 

14,092,863 (1)

8.

SHARED VOTING POWER:

 

0

9.

SOLE DISPOSITIVE POWER:

 

14,092,863 (1)

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

14,092,863 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

40.4% (1)(2)

14.

TYPE OF REPORTING PERSON*

 

IN, HC

 

 

 
(1) Includes 72,765 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 56,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 31,598 shares of the Issuer’s common stock directly held by Julian C. Baker and 7,503 shares of the Issuer’s common stock directly held by Felix J. Baker.
(2) Based on 34,785,241 shares of the Issuer’s common stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017.

 

 

 

CUSIP No.   37244C101   Page   6   of   12   Pages

 

 

1.

NAMES OF REPORTING PERSONS

 

FBB Associates

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS*

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5% (1)

14.

TYPE OF REPORTING PERSON*

 

OO

 

 

 
(1) Based on 34,785,241 shares of the Issuer’s common stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017.

 

 

 

CUSIP No.   37244C101   Page   7   of   12   Pages

 

 

Amendment No. 33 to Schedule 13D

 

This Amendment No. 33 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”). 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 management agreements, as amended, 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 Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.

 

ITEM 2. Identity and Background.

 

(a) The Reporting Persons are:

 

1. The Adviser
2. The Adviser GP
3. Felix J. Baker
4. Julian C. Baker
5. FBB

 

(b) The business address of each of the Reporting Persons is:

c/o Baker Bros. Advisors LP

860 Washington Street, 3 rd Floor

New York, NY 10014

 

(c) The Adviser is an entity engaged in investment activities, and the Adviser GP is in the business of acting as its general partner and, through the Adviser, investment activities. The principal business of each of Julian C. Baker and Felix J. Baker is to serve as a managing member of the Adviser GP. The principal business of FBB is to engage in investment activities.  Julian C. Baker and Felix J. Baker are the sole general partners of FBB.

 

(d) and (e) During the past five years, none of the Reporting Persons nor any of the Funds (as defined below) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violation with respect to such laws.

 

(f) The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. FBB is a general partnership organized under the laws of the state of New York. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.

 

 

 

CUSIP No.   37244C101   Page   8   of   12   Pages

 

 

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 Item 4 below is incorporated herein by reference.

 

Item 4. Purpose of the Transaction.

 

Item 4 of Schedule 13D is supplemented and amended, as the case may be, as follows:

 

On March 9, 2018, 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 $18.50 per share (the “Exercised Stock Options”) held directly by Julian C. Baker. Julian C. Baker currently serves on the Issuer’s Board of Directors (the “Board”) as a representative of the Funds. The policy of the Funds and the Adviser does not permit full-time employees 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 March 8, 2018. 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 March 9, 2018, 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 loans from the Funds (the “Loan Agreements”). The total amount expended on acquiring the Received Common Stock was $152,625.

 

In order to effect the exercise of the Exercised Stock Options, on March 8, 2018, the Adviser entered into the Loan Agreements with the Funds pursuant to which 667, Life Sciences and 14159 loaned $19,307.41, $125,757.37 and $3,328.09, respectively, totaling $148,392.87 to the Adviser for the purpose of acquiring the Received Common Stock. The loan is due March 8, 2048, or earlier if the Received Common Stock are sold (“Due Date”), with interest payable through the Due Date at a rate of 2.66% annually.

 

The Funds hold securities of the Issuer for investment purposes. 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 shares of the Issuer and other plans and requirements of the particular entities. 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.

 

 

 

CUSIP No.   37244C101   Page   9   of   12   Pages

 

 

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. 33 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 34,785,241 shares of common stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017. 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   0.5%
Baker Bros. Investments II, L.P.   13,238   0.0%
667, L.P.   1,739,512   5.0%
Baker Brothers Life Sciences, L.P.   11,330,181   32.6%
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. 33 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.

 

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, shares of restricted stock received in lieu of director retainer fees (“Restricted Stock”) or options to purchase common stock of the Issuer (“Stock Options”) received by Felix J. Baker or Julian C. Baker as director compensation. The Funds are entitled to the pecuniary interest in such 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 such common stock, Restricted Stock and Stock Options (i.e. no direct pecuniary interest).

 

 

 

CUSIP No.   37244C101   Page   10   of   12   Pages

 

 

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 such 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 of which the sole members 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.

 

 

 

CUSIP No.   37244C101   Page   11   of   12   Pages

 

 

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 March 8, 2018, by and between the Adviser and Julian C. Baker.

 

99.2 Loan Agreement, dated March 8, 2018, by and among the Adviser and the Funds.

 

 

 

CUSIP No.   37244C101   Page   12   of   12   Pages

 

 

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.

 

March 12, 2018

 

  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

 

 

 

 

 

Exhibit 99.1

 

PROCEEDS AGREEMENT

 

AGREEMENT dated as of March 8, 2018 by and between Baker Bros. Advisors LP (the “Management Company”) and Julian Baker (the “Agent”).

 

WHEREAS, the Agent, in his capacity as a director of Genomic Health, Inc. (the “Company”), received non-transferable options (the “Options”) to purchase 8,250 shares of the Company common stock (the “Stock”) according to the below Schedule A;

 

WHEREAS, the Management Company provides management and administrative service to each of Baker Brothers Life Sciences, L.P., 667, L.P, Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., Baker/Tisch Investments, L.P. and 14159, L.P. (the “Funds”) in exchange for a management fee from each (the “Management Fees”);

 

WHEREAS, the Company is a portfolio company of the Funds;

 

WHEREAS, Pursuant to the Funds’ Limited Partnership Agreements and the Management Company’s policies, directors’ fees, consulting fees and other remuneration (including options, warrants or other equity securities) paid by Funds portfolio companies to an agent, officer or employee of the Management Company shall reduce (but not below $0) the Management Fees; and

 

WHEREAS, the Agent and the Management Company wish to memorialize their understanding with respect to the Options;

 

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

 

1.           Subject to the provisions of Section 2, the Agent agrees, as soon as practicable after receipt from the Company, to remit to the Management Company any directors’ fees, consulting fees and other remuneration that the Agent receives from the Company.

 

2.           The Agent shall exercise the Options at the time directed by the Management Company. When the Agent exercises the Options, the Management Company shall provide the Agent with the amount of cash necessary to enable the Agent to purchase the Stock for which the Options are being exercised from the Company, in compliance with the terms of the Options.

 

3.           Thereafter, the Agent shall hold the Stock in a brokerage account at JPMorgan which is not commingled with other personal holdings of the Agent until directed by the Management Company to sell the Stock. The Agent agrees, as soon as practicable after receiving direction from the Management Company, to sell all, or any portion, of the Stock as directed by the Management Company and to remit the gross cash proceeds (but net of brokerage commissions) from the sale of the Stock to the Management Company.

 

 

 

 

4.           The Agent agrees not to amend or modify the Options, waive any of the provisions thereof, or enter into any agreement or understanding with respect to the Options or the Stock, without the prior written consent of the Management Company.

 

5.           The Agent shall not report any income attributable to these transactions as his own income, but instead, shall report such income on any and all tax returns required to be filed by the Agent as received by him only in his capacity as an agent, officer or employee of the Management Company. The Management Company shall report all such income on any and all tax returns required to be filed by the Management Company.

 

6.           This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Agreement shall survive the death, merger, dissolution or termination of any of the parties hereto and shall continue in full force and effect notwithstanding that the Agent shall cease to be an agent, officer or employee of the Management Company for any reason.

 

7.           This Agreement may be amended or modified only by a writing signed on behalf of the parties hereto. No provision of this Agreement may be waived except in writing signed on behalf of the party against whom such waiver is asserted.

 

8.           From and after the date of this Agreement, the parties shall execute and deliver such instruments, documents and other writings, and take such other actions, as may be necessary to confirm and carry out and to effectuate fully the intent and purposes of the transactions on their part respectively contemplated by this Agreement.

 

9.           If any of the benefits contemplated by this Agreement would be reduced or unachievable because of restrictions or prohibitions imposed by law (by way of example only, the Securities Act of 1933, state securities laws, or the Company’s governing instruments), the parties hereto shall use their best efforts to preserve the intent of this Agreement and the benefits contemplated hereby by amending, modifying or waiving in an appropriate manner the provisions of this Agreement.

 

10.           This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Proceeds Agreement as of the date first above written.

 

 

  MANAGEMENT COMPANY
     
  /s/ Scott L. Lessing
  By: Scott L. Lessing
  Title: President
     
     
  AGENT
     
  /s/ Julian C. Baker
  Julian C. Baker

 

 

 

Schedule A

 

Fund     Baker Bros. Advisors LP   667, L.P.     Baker Brothers Life Sciences, L.P.     14159, L.P.     Total  
Loan   $ 4,232.13   $ 19,307.41     $ 125,757.37     $ 3,328.09     $ 152,625.00  

 

 

 

 

 

Exhibit 99.2

 

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P., 14159, L.P., and Baker Bros. Advisors LP

 

For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P., 667, L.P., and 14159, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Date at a rate of 2.66% annually.

 

The Funds are lending the Management Company these amounts so that Julian Baker, as agent of the Management Company, may exercise 8,250 Genomic Health, Inc. (“GHDX”) Director’s Non-qualified Stock Options at $18.50 (the “Shares”) and deposit the Shares into Julian Baker’s brokerage account held at JPMorgan.

 

The “Due Date” shall be March 8, 2048, however, following the sale by Julian Baker of all of the Shares, the Due Date shall accelerate to the date that is 10 days after date of the last sale of Shares.

 

 

This Loan Agreement shall be construed in accordance with the laws of the State of New York.

 

 

BAKER BROS. ADVISORS LP  
     
/s/ Scott Lessing  
By: Scott Lessing  
  President  
     
     
667, L.P.  
     
By: By: Baker Bros. Advisors LP , management company and investment adviser to 667, L.P. , pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner.  
     
By: /s/ Scott Lessing  
  Scott Lessing  
  President  

 

 

 

 

BAKER BROTHERS LIFE SCIENCES, L.P.  
     
By: By: BAKER BROS. ADVISORS LP, , management company and investment adviser to Baker Brothers Life Sciences, L.P ., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner to Baker Brothers Life Sciences, L.P., and not as the general partner.  
     
By: /s/ Scott Lessing  
  Scott Lessing  
  President  
     
     
14159, L.P.,  
     
By: Baker Bros. Advisors LP , management company and investment adviser to 14159, L.P. , pursuant to authority granted to it by 14159 Capital, L.P., general partner to 14159, L.P., and not as the general partner.  
     
By: /s/ Scott Lessing  
  Scott Lessing  
  President  

 

 

Schedule A

 

Fund   667, L.P.     Baker Brothers Life Sciences, L.P.     14159, L.P.     Total  
Loan   $ 19,307.41     $ 125,757.37     $ 3,328.09     $ 148,392.87