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.
¨
*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).
|
CUSIP No.
37244C101
|
|
Page
2
of
13
Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
10,716,480 (1)
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
10,716,480 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,716,480 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)(2)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes 74,515 shares of the common stock of Genomic Health, Inc. (the “Issuer”) underlying options directly held
by Julian C. Baker, 66,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 40,662
shares of the Issuer’s common stock directly held by Julian C. Baker and 8,317 shares of the Issuer’s common stock
directly held by Felix J. Baker.
|
|
|
(2)
|
Based on 36,904,013 shares of the Issuer’s common stock outstanding as of February 22, 2019, as reported in the Issuer’s
Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2019.
|
|
CUSIP No.
37244C101
|
|
Page
3
of
13
Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
10,716,480 (1)
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
10,716,480 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,716,480 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (1)(2)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes 74,515 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 66,265 shares
of the Issuer’s common stock underlying options directly held by Felix J. Baker, 40,662 shares of the Issuer’s common
stock directly held by Julian C. Baker and 8,317 shares of the Issuer’s common stock directly held by Felix J. Baker.
|
|
|
(2)
|
Based on 36,904,013 shares of the Issuer’s common stock outstanding as of February 22, 2019, as reported in the Issuer’s
Form 10-K filed with the SEC on February 28, 2019.
|
|
CUSIP No.
37244C101
|
|
Page
4
of
13
Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
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
10,890,377 (1)
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
10,890,377 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,890,377 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4% (1)(2)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes 74,515 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 66,265 shares
of the Issuer’s common stock underlying options directly held by Felix J. Baker, 40,662 shares of the Issuer’s common
stock directly held by Julian C. Baker and 8,317 shares of the Issuer’s common stock directly held by Felix J. Baker.
|
|
|
(2)
|
Based on 36,904,013 shares of the Issuer’s common stock outstanding as of February 22, 2019, as reported in the Issuer’s
Form 10-K filed with the SEC on February 28, 2019.
|
|
CUSIP No.
37244C101
|
|
Page
5
of
13
Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
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
10,890,377 (1)
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
10,890,377 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,890,377 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4% (1)(2)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes 74,515 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 66,265 shares
of the Issuer’s common stock underlying options directly held by Felix J. Baker, 40,662 shares of the Issuer’s common
stock directly held by Julian C. Baker and 8,317 shares of the Issuer’s common stock directly held by Felix J. Baker.
|
|
|
(2)
|
Based on 36,904,013 shares of the Issuer’s common stock outstanding as of February 22, 2019, as reported in the Issuer’s
Form 10-K filed with the SEC on February 28, 2019.
|
|
CUSIP No.
37244C101
|
|
Page
6
of
13
Pages
|
|
1
|
NAMES OF REPORTING PERSONS
FBB Associates
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (1)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
(1)
|
Based on 36,904,013 shares of the Issuer’s common stock outstanding as of February 22, 2019, as reported in the Issuer’s
Form 10-K filed with the SEC on February 28, 2019.
|
Amendment No. 39 to Schedule 13D
This Amendment No. 39 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”)
collectively, (the “Reporting Persons”). 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 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:
This Amendment No. 39 is being filed to report the sale of shares
of the common stock of Genomic Health, Inc. (the “Issuer”) reported in Item 5(c) that resulted in a more than 1 percent
change in beneficial ownership. The disclosure regarding the sales in Item 5(c) below is incorporated herein by reference.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may dispose of additional securities of the Issuer or purchase 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.
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. 39 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 36,904,013 shares of common stock
outstanding as of February 22, 2019, as reported in the Issuer’s Form 10-K filed with the SEC on February 28, 2019. Such
percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
|
Name
|
|
Number of Shares
|
|
|
Percentage of Class Outstanding
|
|
|
Baker Bros. Investments, L.P.
|
|
|
133,122
|
|
|
|
0.4
|
%
|
|
Baker Bros. Investments II, L.P.
|
|
|
10,132
|
|
|
|
0.0
|
%
|
|
667, L.P.
|
|
|
1,331,658
|
|
|
|
3.6
|
%
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
8,673,636
|
|
|
|
23.5
|
%
|
|
14159, L.P.
|
|
|
229,541
|
|
|
|
0.6
|
%
|
|
Baker/Tisch Investments, L.P.
|
|
|
148,632
|
|
|
|
0.4
|
%
|
The Adviser GP, Felix J. Baker and Julian
C. Baker as managing members 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. 39 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, 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. Certain of 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).
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 managing members 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) The following transactions in the common
stock of the Issuer were effected by the Funds noted below during the fourteen days preceding the filing of this statement. The
transactions in common stock effected the fifteenth to sixtieth days are disclosed on the previous Schedules 13D filed on February
28, 2019 and January 22, 2019. All transactions were effected in the over-the-counter market directly with a broker-dealer. 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.
|
Name
|
Date
|
Number of Shares
|
|
Transaction
|
Price/Share
|
Footnotes
|
|
Baker/Tisch Investments, L.P.
|
3/1/2019
|
118
|
|
Sale
|
77.6358
|
1
|
|
Baker Bros. Investments II, L.P.
|
3/1/2019
|
8
|
|
Sale
|
77.6358
|
1
|
|
Baker Bros. Investments, L.P.
|
3/1/2019
|
107
|
|
Sale
|
77.6358
|
1
|
|
14159, L.P.
|
3/1/2019
|
183
|
|
Sale
|
77.6358
|
1
|
|
667, L.P.
|
3/1/2019
|
1,060
|
|
Sale
|
77.6358
|
1
|
|
Baker Brothers Life Sciences, L.P.
|
3/1/2019
|
6,909
|
|
Sale
|
77.6358
|
1
|
|
Baker/Tisch Investments, L.P.
|
3/1/2019
|
1,001
|
|
Sale
|
77.1524
|
2
|
|
Baker Bros. Investments II, L.P.
|
3/1/2019
|
68
|
|
Sale
|
77.1524
|
2
|
|
Baker Bros. Investments, L.P.
|
3/1/2019
|
896
|
|
Sale
|
77.1524
|
2
|
|
14159, L.P.
|
3/1/2019
|
1,546
|
|
Sale
|
77.1524
|
2
|
|
667, L.P.
|
3/1/2019
|
8,968
|
|
Sale
|
77.1524
|
2
|
|
Baker Brothers Life Sciences, L.P.
|
3/1/2019
|
58,412
|
|
Sale
|
77.1524
|
2
|
|
Baker/Tisch Investments, L.P.
|
3/4/2019
|
393
|
|
Sale
|
76.4895
|
3
|
|
Baker Bros. Investments II, L.P.
|
3/4/2019
|
27
|
|
Sale
|
76.4895
|
3
|
|
Baker Bros. Investments, L.P.
|
3/4/2019
|
352
|
|
Sale
|
76.4895
|
3
|
|
14159, L.P.
|
3/4/2019
|
607
|
|
Sale
|
76.4895
|
3
|
|
667, L.P.
|
3/4/2019
|
3,518
|
|
Sale
|
76.4895
|
3
|
|
Baker Brothers Life Sciences, L.P.
|
3/4/2019
|
22,914
|
|
Sale
|
76.4895
|
3
|
|
Baker/Tisch Investments, L.P.
|
3/5/2019
|
146
|
|
Sale
|
77.0392
|
4
|
|
Baker Bros. Investments II, L.P.
|
3/5/2019
|
10
|
|
Sale
|
77.0392
|
4
|
|
Baker Bros. Investments, L.P.
|
3/5/2019
|
130
|
|
Sale
|
77.0392
|
4
|
|
14159, L.P.
|
3/5/2019
|
225
|
|
Sale
|
77.0392
|
4
|
|
667, L.P.
|
3/5/2019
|
1,303
|
|
Sale
|
77.0392
|
4
|
|
Baker Brothers Life Sciences, L.P.
|
3/5/2019
|
8,486
|
|
Sale
|
77.0392
|
4
|
|
Baker/Tisch Investments, L.P.
|
3/7/2019
|
29
|
|
Sale
|
73.7225
|
5
|
|
Baker Bros. Investments II, L.P.
|
3/7/2019
|
2
|
|
Sale
|
73.7225
|
5
|
|
Baker Bros. Investments, L.P.
|
3/7/2019
|
25
|
|
Sale
|
73.7225
|
5
|
|
14159, L.P.
|
3/7/2019
|
44
|
|
Sale
|
73.7225
|
5
|
|
667, L.P.
|
3/7/2019
|
253
|
|
Sale
|
73.7225
|
5
|
|
Baker Brothers Life Sciences, L.P.
|
3/7/2019
|
1,647
|
|
Sale
|
73.7225
|
5
|
|
Baker/Tisch Investments, L.P.
|
3/8/2019
|
321
|
|
Sale
|
73.5471
|
6
|
|
Baker Bros. Investments II, L.P.
|
3/8/2019
|
22
|
|
Sale
|
73.5471
|
6
|
|
Baker Bros. Investments, L.P.
|
3/8/2019
|
287
|
|
Sale
|
73.5471
|
6
|
|
14159, L.P.
|
3/8/2019
|
495
|
|
Sale
|
73.5471
|
6
|
|
667, L.P.
|
3/8/2019
|
2,872
|
|
Sale
|
73.5471
|
6
|
|
Baker Brothers Life Sciences, L.P.
|
3/8/2019
|
18,703
|
|
Sale
|
73.5471
|
6
|
|
Baker/Tisch Investments, L.P.
|
3/11/2019
|
637
|
|
Sale
|
75.0829
|
7
|
|
Baker Bros. Investments II, L.P.
|
3/11/2019
|
43
|
|
Sale
|
75.0829
|
7
|
|
Baker Bros. Investments, L.P.
|
3/11/2019
|
569
|
|
Sale
|
75.0829
|
7
|
|
14159, L.P.
|
3/11/2019
|
982
|
|
Sale
|
75.0829
|
7
|
|
667, L.P.
|
3/11/2019
|
5,697
|
|
Sale
|
75.0829
|
7
|
|
Baker Brothers Life Sciences, L.P.
|
3/11/2019
|
37,107
|
|
Sale
|
75.0829
|
7
|
|
Baker/Tisch Investments, L.P.
|
3/11/2019
|
56
|
|
Sale
|
74.0313
|
8
|
|
Baker Bros. Investments II, L.P.
|
3/11/2019
|
4
|
|
Sale
|
74.0313
|
8
|
|
Baker Bros. Investments, L.P.
|
3/11/2019
|
51
|
|
Sale
|
74.0313
|
8
|
|
14159, L.P.
|
3/11/2019
|
87
|
|
Sale
|
74.0313
|
8
|
|
667, L.P.
|
3/11/2019
|
506
|
|
Sale
|
74.0313
|
8
|
|
Baker Brothers Life Sciences, L.P.
|
3/11/2019
|
3,296
|
|
Sale
|
74.0313
|
8
|
|
Baker/Tisch Investments, L.P.
|
3/12/2019
|
1,047
|
|
Sale
|
75.6302
|
9
|
|
Baker Bros. Investments II, L.P.
|
3/12/2019
|
71
|
|
Sale
|
75.6302
|
9
|
|
Baker Bros. Investments, L.P.
|
3/12/2019
|
938
|
|
Sale
|
75.6302
|
9
|
|
14159, L.P.
|
3/12/2019
|
1,618
|
|
Sale
|
75.6302
|
9
|
|
667, L.P.
|
3/12/2019
|
9,384
|
|
Sale
|
75.6302
|
9
|
|
Baker Brothers Life Sciences, L.P.
|
3/12/2019
|
61,122
|
|
Sale
|
75.6302
|
9
|
|
Baker/Tisch Investments, L.P.
|
3/13/2019
|
49
|
|
Sale
|
76.0483
|
10
|
|
Baker Bros. Investments II, L.P.
|
3/13/2019
|
3
|
|
Sale
|
76.0483
|
10
|
|
Baker Bros. Investments, L.P.
|
3/13/2019
|
43
|
|
Sale
|
76.0483
|
10
|
|
14159, L.P.
|
3/13/2019
|
75
|
|
Sale
|
76.0483
|
10
|
|
667, L.P.
|
3/13/2019
|
435
|
|
Sale
|
76.0483
|
10
|
|
Baker Brothers Life Sciences, L.P.
|
3/13/2019
|
2,832
|
|
Sale
|
76.0483
|
10
|
|
Baker/Tisch Investments, L.P.
|
3/13/2019
|
1,080
|
|
Sale
|
75.9178
|
11
|
|
Baker Bros. Investments II, L.P.
|
3/13/2019
|
73
|
|
Sale
|
75.9178
|
11
|
|
Baker Bros. Investments, L.P.
|
3/13/2019
|
967
|
|
Sale
|
75.9178
|
11
|
|
14159, L.P.
|
3/13/2019
|
1,668
|
|
Sale
|
75.9178
|
11
|
|
667, L.P.
|
3/13/2019
|
9,679
|
|
Sale
|
75.9178
|
11
|
|
Baker Brothers Life Sciences, L.P.
|
3/13/2019
|
63,047
|
|
Sale
|
75.9178
|
11
|
|
Baker/Tisch Investments, L.P.
|
3/13/2019
|
4
|
|
Sale
|
75.4000
|
|
|
Baker Bros. Investments II, L.P.
|
3/13/2019
|
1
|
|
Sale
|
75.4000
|
|
|
Baker Bros. Investments, L.P.
|
3/13/2019
|
4
|
|
Sale
|
75.4000
|
|
|
14159, L.P.
|
3/13/2019
|
7
|
|
Sale
|
75.4000
|
|
|
667, L.P.
|
3/13/2019
|
39
|
|
Sale
|
75.4000
|
|
|
Baker Brothers Life Sciences, L.P.
|
3/13/2019
|
247
|
|
Sale
|
75.4000
|
|
|
Baker/Tisch Investments, L.P.
|
3/14/2019
|
891
|
|
Sale
|
76.5005
|
12
|
|
Baker Bros. Investments II, L.P.
|
3/14/2019
|
61
|
|
Sale
|
76.5005
|
12
|
|
Baker Bros. Investments, L.P.
|
3/14/2019
|
798
|
|
Sale
|
76.5005
|
12
|
|
14159, L.P.
|
3/14/2019
|
1,375
|
|
Sale
|
76.5005
|
12
|
|
667, L.P.
|
3/14/2019
|
7,982
|
|
Sale
|
76.5005
|
12
|
|
Baker Brothers Life Sciences, L.P.
|
3/14/2019
|
51,987
|
|
Sale
|
76.5005
|
12
|
|
Baker/Tisch Investments, L.P.
|
3/14/2019
|
28
|
|
Sale
|
76.0320
|
13
|
|
Baker Bros. Investments II, L.P.
|
3/14/2019
|
2
|
|
Sale
|
76.0320
|
13
|
|
Baker Bros. Investments, L.P.
|
3/14/2019
|
25
|
|
Sale
|
76.0320
|
13
|
|
14159, L.P.
|
3/14/2019
|
44
|
|
Sale
|
76.0320
|
13
|
|
667, L.P.
|
3/14/2019
|
253
|
|
Sale
|
76.0320
|
13
|
|
Baker Brothers Life Sciences, L.P.
|
3/14/2019
|
1,648
|
|
Sale
|
76.0320
|
13
|
|
|
(1)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $77.43
to $78.42. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission (the “Staff”),
upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this
footnote.
|
|
|
(2)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $77.03
to $77.41. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(3)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $76.24
to $76.61. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(4)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $76.95
to $77.18. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(5)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $73.72
to $73.73. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(6)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $73.50
to $73.80. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(7)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $75.05
to $75.28. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(8)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $74.00
to $74.25. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(9)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $75.08
to $75.94. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(10)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $76.02
to $76.12. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(11)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $75.57
to $76.46. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
|
|
(12)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from
$76.30 to $77.10. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number
of shares traded at each separate price within the ranges set forth in this footnote.
|
|
|
(13)
|
The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $76.00
to $76.06. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares
traded at each separate price within the ranges set forth in this footnote.
|
(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 partners
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.
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.
March 14, 2019
|
|
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
|