X0305 4 2012-05-14 0 0001131324 GENOMIC HEALTH INC GHDX 0001087939 BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001263508 BAKER BROS ADVISORS LLC 667 MADISON AVENUE 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 0001087940 BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 1 0 1 0 Common Stock 173897 I See Footnote Common Stock 194161 I See Footnote Common Stock 173897 I See Footnote Common Stock 13238 I See Footnote Common Stock 1488539 I See Footnote Common Stock 2012-05-14 4 P 0 7797 31.528 A 8562918 I See Footnote Common Stock 2012-05-14 4 P 0 16526 32.5885 A 8579444 I See Footnote Common Stock 2012-05-14 4 P 0 40073 33.6653 A 8619517 I See Footnote Common Stock 2012-05-14 4 P 0 143388 33.92 A 8762905 I See Footnote Common Stock 2012-05-14 4 P 0 175 31.528 A 235342 I See Footnote Common Stock 2012-05-14 4 P 0 370 32.5885 A 235712 I See Footnote Common Stock 2012-05-14 4 P 0 897 33.6653 A 236609 I See Footnote Common Stock 2012-05-14 4 P 0 3212 33.92 A 239821 I See Footnote Common Stock 2012-05-15 4 P 0 24769 34.4675 A 8787674 I See Footnote Common Stock 2012-05-15 4 P 0 24136 33.1139 A 8811810 I See Footnote Common Stock 2012-05-15 4 P 0 88028 34.25 A 8899838 I See Footnote Common Stock 2012-05-15 4 P 0 555 34.4675 A 240376 I See Footnote Common Stock 2012-05-15 4 P 0 540 33.1139 A 240916 I See Footnote Common Stock 2012-05-15 4 P 0 1972 34.25 A 242888 I See Footnote Common Stock 2012-05-16 4 P 0 23104 34.4577 A 8922942 I See Footnote Common Stock 2012-05-16 4 P 0 517 34.4577 A 243405 I See Footnote Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 173,897 shares of Common Stock of Genomic Health, Inc. (the "Issuer") directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. As a result of their ownership interest in Baker Tisch Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 194,161 shares of Common Stock of the Issuer directly held by Baker Tisch Investments, L.P. ("Baker Tisch"), a limited partnership of which the sole general partner is Baker Tisch Capital, L.P., a limited partnership of which the sole general partner is Baker Tisch Capital (GP), LLC, due to Baker Tisch Capital L.P.'s right to receive an allocation of a portion of the profits from Baker Tisch. As a result of their ownership interest in Baker Bros. Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 173,897 shares of Common Stock of the Issuer directly held by Baker Bros. Investments, L.P. ("Bake Bros. Investments"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments. As a result of their ownership interest in Baker Bros. Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 13,238 shares of Common Stock of the Issuer directly held by Baker Bros. Investments II, L.P. ("Baker Bros. Investments II"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments II. As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 1,488,539 shares of Common Stock of the Issuer directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $31.12 to $32.00, inclusive on May 14, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (6) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (11), (12) and (13). After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $32.13 to $32.64, inclusive on May 14, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (8) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (11), (12) and (13). The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $33.24 to $34.00, inclusive on May 14, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (9) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (11), (12) and (13). After giving effect to the transactions reported herein and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in Column 5 of Table I directly held by 14159, L.P. ("14159", and together with Baker Tisch, Baker Bros. Investments, Baker Bros. Investments II, 667 and Life Sciences, the "Funds"), a limited partnership of which the sole general partner is 14159 Capital L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital L.P.'s right to receive an allocation of a portion of the profits from 14159. The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $34.165 to $34.70, inclusive on May 15, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (11) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (6),(8),(9)and(13). The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $33.00 to $33.40, inclusive on May 15, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (12) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (6),(8),(9)and(13). The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $34.34 to $34.79, inclusive on May 16, 2012. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in footnote (13) to this Form 4. The transactions described in this footnote were executed by a different broker-dealer from those transactions described in footnotes (6),(8),(9),(11)and(12). The aggregate indirect beneficial ownership reported on this form is 11,210,079 shares. Baker Bros. Advisors, LLC (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Julian C. Baker and Felix J. Baker are principals of the Adviser. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker and the Adviser (the "Reporting Persons") disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Remarks: Julian C. Baker is a director of the Issuer. By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Adviser and Felix J. Baker, as principal to the Adviser, are deemed directors by deputization due to the Adviser's and Felix J. Baker's ability to control the Funds and Felix J. Baker's partnership interest in FBB Associates. /s/ Julian C. Baker 2012-05-16 BAKER BROS. ADVISORS, LLC Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2012-05-16 /s/ Felix J. Baker 2012-05-16