Sec Form 4 Filing - BAKER BROS. ADVISORS LP @ GENOMIC HEALTH INC - 2019-06-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BAKER BROS. ADVISORS LP 2. Issuer Name and Ticker or Trading Symbol GENOMIC HEALTH INC [ GHDX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 860 WASHINGTON STREET, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2019 (Street) NEW YORK, NY10014 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 173,897 I See footnotes ( 1 ) Common Stock 06/14/2019 A 1,910 A $ 0 173,001 I See footnotes ( 2 ) ( 3 ) ( 10 ) ( 11 ) ( 12 ) ( 14 ) Common Stock 06/14/2019 A 1,910 A $ 0 51,803 I See footnotes ( 2 ) ( 4 ) ( 10 ) ( 11 ) ( 12 ) ( 14 ) Common Stock 06/14/2019 A 1,910 A $ 0 159,429 I See footnotes ( 2 ) ( 5 ) ( 10 ) ( 11 ) ( 12 ) ( 14 ) Common Stock 06/14/2019 A 1,910 A $ 0 243,801 I See footnotes ( 2 ) ( 6 ) ( 10 ) ( 11 ) ( 12 ) ( 14 ) Common Stock 06/14/2019 A 1,910 A $ 0 1,216,485 I See footnotes ( 2 ) ( 7 ) ( 9 ) ( 10 ) ( 11 ) ( 14 ) Common Stock 06/14/2019 A 1,910 A $ 0 7,641,248 I See footnotes ( 2 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 14 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Options (right to buy) $ 52.41 06/14/2019 A 13,166 ( 13 ) 06/14/2029 Common Stock 13,166 $ 0 13,166 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 10 ) ( 11 ) ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK, NY10014 X X Baker/Tisch Investments, LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK, NY10014 X X 14159, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK, NY10014 X X 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK, NY10014 X X Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK, NY10014 X X Baker Brothers Life Sciences LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK, NY10014 X X BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK, NY10014 X X BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK, NY10014 X X Baker Bros. Investments II, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK, NY10014 X X Baker Bros. Investments, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK, NY10014 X X Signatures /s/ Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker Bros. Investments, L.P.,pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments, L.P. Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/18/2019 Signature of Reporting Person Date /s/ Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker/Tisch Investments, L.P.,pursuant to authority granted by Baker/Tisch Capital, L.P., GP to Baker/Tisch Investments, L.P. Name:Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/18/2019 Signature of Reporting Person Date Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/18/2019 Signature of Reporting Person Date Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/18/2019 Signature of Reporting Person Date By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: Presiden t /s/ Scott L. Lessing 06/18/2019 Signature of Reporting Person Date Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 06/18/2019 Signature of Reporting Person Date /s/ Felix J. Baker 06/18/2019 Signature of Reporting Person Date /s/ Julian C. Baker 06/18/2019 Signature of Reporting Person Date /s/ Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker Bros. Investments II, L.P.,pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments II, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/18/2019 Signature of Reporting Person Date By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock ("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. ( 2 )955 Restricted Stock Units (each, an "RSU") of the Issuer payable solely in Common Stock granted to each of Felix J. Baker and Julian C. Baker on June 14, 2019, pursuant to the Issuer's Amended and Restated 2005 Stock Incentive Plan ("Stock Incentive Plan"). The RSUs fully vest on the earlier of the first anniversary of the date of grant or immediately prior to the Issuer's next annual meeting of stockholders. Felix J. Baker and Julian C. Baker serve on the Issuer's board of directors (the "Board") as representatives of the Funds (as defined below). Pursuant to the policies of Baker Bros. Advisors LP (the "Adviser"), Felix J. Baker and Julian C. Baker do not have a right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the RSUs. ( 3 )After giving effect to the transactions reported herein and as a result of their ownership interest in Baker/Tisch Capital, L.P., Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and non-qualified stock options ("Stock Options") exercisable solely into Common Stock reported in Table II 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. ( 4 )After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Bros. Capital L.P., Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I and the Stock Options reported in Table II directly held by Baker Bros. Investments II, L.P. ("Bros 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 Bros II. ( 5 )After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Bros. Capital, LP, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I and the Stock Options reported in Table II, directly held by Baker Bros. Investments, L.P. ("Bros I"), 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 Bros I. ( 6 )After giving effect to the transactions reported herein and as a result of their ownership interest in 14159 Capital, L.P., Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I and the Stock Options reported in Table II, directly held by 14159, L.P. ("14159"), 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's, L.P.'s right to receive an allocation of a portion of the profits from 14159. ( 7 )After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I and the Stock Options reported in Table II, directly held by 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. ( 8 )After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with Baker Tisch, Bros I, Bros II, 14159 and 667, the "Funds"), Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I and the Stock Options reported in Table II, directly held by 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. ( 9 )Includes beneficial ownership of 1,910 RSUs, 16,277 shares of Common Stock issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 33,000 shares of Common Stock which were received from exercise of 33,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds may be deemed to own a portion. ( 10 )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. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. 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. ( 11 )Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser 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 Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. ( 12 )Includes beneficial ownership of 1,910 RSUs, 16,277 shares of Common Stock issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 24,750 shares of Common Stock which were received from exercise of 24,750 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds may be deemed to own a portion. ( 13 )6,583 Stock Options were granted to each of Felix J. Baker and Julian C. Baker pursuant to the Stock Incentive Plan. The Stock Options have a strike price of $52.41 and fully vest on the first anniversary of the date of grant or immediately prior to the Issuer's next annual meeting of stockholders, if earlier. Felix J. Baker and Julian C. Baker serve on the Board as representatives of the Funds. Pursuant to the policies of the Adviser, Felix J. Baker and Julian C. Baker do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to receive all of the pecuniary interest in the securities issued. ( 14 )The disclosure of the grant of RSUs reported on this form is a single grant of 955 shares to each of Felix J. Baker and Julian C. Baker. The 1,910 shares are reported for each of the Funds as each has an indirect pecuniary interest.

Remarks: Felix J. Baker and Julian C. Baker are directors of Genomic Health Inc. (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 reporting persons are deemed directors by deputization of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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