UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 41)

 

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)

 
 

April 10, 2019

 
  (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. ¨

 

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 13 Pages  

 

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

 

9,421,702 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

9,421,702 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,421,702 (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)

 

25.4% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, PN

 

           

 

(1) Includes 84,515 shares of the common stock of Genomic Health, Inc. (the “Issuer”) underlying options directly held by Julian C. Baker, 76,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 40,811 shares of the Issuer’s common stock directly held by Julian C. Baker and 8,466 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.

  Page 2 of 13 Pages  

 

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

 

9,421,702 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

9,421,702 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,421,702 (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)

 

25.4% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

HC, OO

 

           

(1) Includes 84,515 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 76,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 40,811 shares of the Issuer’s common stock directly held by Julian C. Baker and 8,466 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.

  Page 3 of 13 Pages  

 

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

 

9,595,599 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

9,595,599 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,595,599 (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)

 

25.9% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN, HC

 

           

(1) Includes 84,515 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 76,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 40,811 shares of the Issuer’s common stock directly held by Julian C. Baker and 8,466 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.

  Page 4 of 13 Pages  

 

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

 

9,595,599 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

9,595,599 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,595,599 (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)

 

25.9% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN, HC

 

           

(1) Includes 84,515 shares of the common stock of the Issuer underlying options directly held by Julian C. Baker, 76,265 shares of the Issuer’s common stock underlying options directly held by Felix J. Baker, 40,811 shares of the Issuer’s common stock directly held by Julian C. Baker and 8,466 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.

 

  Page 5 of 13 Pages  

 

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.

 

  Page 6 of 13 Pages  

 

 

Amendment No. 41 to Schedule 13D

 

This Amendment No. 41 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. 41 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.

 

  Page 7 of 13 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. 41 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.     116,492       0.3 %
Baker Bros. Investments II, L.P.     8,866       0.0 %
667, L.P.     1,165,298       3.2 %
Baker Brothers Life Sciences, L.P.     7,590,061       20.6 %
14159, L.P.     200,864       0.5 %
Baker/Tisch Investments, L.P.     130,064       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. 41 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.

 

On April 1, 2019, Felix J. Baker and Julian C. Baker each received 149 shares of restricted stock of the Issuer (“Restricted Stock”) pursuant to the Issuer's 2005 Stock Incentive Plan in lieu of $10,000 in director retainer fees, respectively. The shares of Restricted Stock are fully vested.

 

  Page 8 of 13 Pages  

 

 

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 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 eighteen days preceding the filing of this statement. The transactions in common stock effected the nineteenth to sixtieth days are disclosed on the previous Schedules 13D filed on March 14, 2019 and February 28, 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.

 

  Page 9 of 13 Pages  

 

 

Name   Date   Number
of Shares
    Transaction   Price/Share     Footnotes  
Baker/Tisch Investments, L.P.   4/3/2019     1,374     Sale     68.8988       1  
Baker Bros. Investments II, L.P.   4/3/2019     93     Sale     68.8988       1  
Baker Bros. Investments, L.P.   4/3/2019     1,230     Sale     68.8988       1  
14159, L.P.   4/3/2019     2,121     Sale     68.8988       1  
667, L.P.   4/3/2019     12,305     Sale     68.8988       1  
Baker Brothers Life Sciences, L.P.   4/3/2019     80,146     Sale     68.8988       1  
Baker/Tisch Investments, L.P.   4/4/2019     1,145     Sale     66.6396       2  
Baker Bros. Investments II, L.P.   4/4/2019     78     Sale     66.6396       2  
Baker Bros. Investments, L.P.   4/4/2019     1,025     Sale     66.6396       2  
14159, L.P.   4/4/2019     1,768     Sale     66.6396       2  
667, L.P.   4/4/2019     10,253     Sale     66.6396       2  
Baker Brothers Life Sciences, L.P.   4/4/2019     66,784     Sale     66.6396       2  
Baker/Tisch Investments, L.P.   4/5/2019     362     Sale     68.6279       2  
Baker Bros. Investments II, L.P.   4/5/2019     25     Sale     68.6279       3  
Baker Bros. Investments, L.P.   4/5/2019     324     Sale     68.6279       3  
14159, L.P.   4/5/2019     559     Sale     68.6279       3  
667, L.P.   4/5/2019     3,242     Sale     68.6279       3  
Baker Brothers Life Sciences, L.P.   4/5/2019     21,116     Sale     68.6279       3  
Baker/Tisch Investments, L.P.   4/5/2019     734     Sale     68.7159       3  
Baker Bros. Investments II, L.P.   4/5/2019     50     Sale     68.7159       4  
Baker Bros. Investments, L.P.   4/5/2019     658     Sale     68.7159       4  
14159, L.P.   4/5/2019     1,134     Sale     68.7159       4  
667, L.P.   4/5/2019     6,581     Sale     68.7159       4  
Baker Brothers Life Sciences, L.P.   4/5/2019     42,863     Sale     68.7159       4  
Baker/Tisch Investments, L.P.   4/8/2019     320     Sale     67.8965       4  
Baker Bros. Investments II, L.P.   4/8/2019     22     Sale     67.8965       5  
Baker Bros. Investments, L.P.   4/8/2019     286     Sale     67.8965       5  
14159, L.P.   4/8/2019     494     Sale     67.8965       5  
667, L.P.   4/8/2019     2,865     Sale     67.8965       5  
Baker Brothers Life Sciences, L.P.   4/8/2019     18,661     Sale     67.8965       5  
Baker/Tisch Investments, L.P.   4/9/2019     31     Sale     67.8692       5  
Baker Bros. Investments II, L.P.   4/9/2019     2     Sale     67.8692       6  
Baker Bros. Investments, L.P.   4/9/2019     28     Sale     67.8692       6  
14159, L.P.   4/9/2019     48     Sale     67.8692       6  
667, L.P.   4/9/2019     278     Sale     67.8692       6  
Baker Brothers Life Sciences, L.P.   4/9/2019     1,813     Sale     67.8692       6  
Baker/Tisch Investments, L.P.   4/9/2019     266     Sale     67.6760       7  
Baker Bros. Investments II, L.P.   4/9/2019     18     Sale     67.6760       7  
Baker Bros. Investments, L.P.   4/9/2019     239     Sale     67.6760       7  
14159, L.P.   4/9/2019     411     Sale     67.6760       7  
667, L.P.   4/9/2019     2,386     Sale     67.6760       7  
Baker Brothers Life Sciences, L.P.   4/9/2019     15,543     Sale     67.6760       7  
Baker/Tisch Investments, L.P.   4/10/2019     1,758     Sale     68.7006       8  
Baker Bros. Investments II, L.P.   4/10/2019     120     Sale     68.7006       8  
Baker Bros. Investments, L.P.   4/10/2019     1,575     Sale     68.7006       8  
14159, L.P.   4/10/2019     2,716     Sale     68.7006       8  
667, L.P.   4/10/2019     15,755     Sale     68.7006       8  
Baker Brothers Life Sciences, L.P.   4/10/2019     102,618     Sale     68.7006       8  
Baker/Tisch Investments, L.P.   4/10/2019     185     Sale     69.1225       9  
Baker Bros. Investments II, L.P.   4/10/2019     13     Sale     69.1225       9  
Baker Bros. Investments, L.P.   4/10/2019     166     Sale     69.1225       9  
14159, L.P.   4/10/2019     287     Sale     69.1225       9  
667, L.P.   4/10/2019     1,663     Sale     69.1225       9  
Baker Brothers Life Sciences, L.P.   4/10/2019     10,832     Sale     69.1225       9  
Baker/Tisch Investments, L.P.   4/11/2019     1,039     Sale     67.4208       10  
Baker Bros. Investments II, L.P.   4/11/2019     71     Sale     67.4208       10  
Baker Bros. Investments, L.P.   4/11/2019     930     Sale     67.4208       10  
14159, L.P.   4/11/2019     1,604     Sale     67.4208       10  
667, L.P.   4/11/2019     9,307     Sale     67.4208       10  
Baker Brothers Life Sciences, L.P.   4/11/2019     60,618     Sale     67.4208       10  
Baker/Tisch Investments, L.P.   4/11/2019     1,817     Sale     66.6074       11  
Baker Bros. Investments II, L.P.   4/11/2019     124     Sale     66.6074       11  
Baker Bros. Investments, L.P.   4/11/2019     1,628     Sale     66.6074       11  
14159, L.P.   4/11/2019     2,807     Sale     66.6074       11  
667, L.P.   4/11/2019     16,282     Sale     66.6074       11  
Baker Brothers Life Sciences, L.P.   4/11/2019     106,054     Sale     66.6074       11  
Baker/Tisch Investments, L.P.   4/12/2019     2,966     Sale     64.6197       12  
Baker Bros. Investments II, L.P.   4/12/2019     202     Sale     64.6197       12  
Baker Bros. Investments, L.P.   4/12/2019     2,656     Sale     64.6197       12  
14159, L.P.   4/12/2019     4,581     Sale     64.6197       12  
667, L.P.   4/12/2019     26,575     Sale     64.6197       12  
Baker Brothers Life Sciences, L.P.   4/12/2019     173,085     Sale     64.6197       12  
Baker/Tisch Investments, L.P.   4/12/2019     1,093     Sale     67.1294       13  
Baker Bros. Investments II, L.P.   4/12/2019     74     Sale     67.1294       13  
Baker Bros. Investments, L.P.   4/12/2019     979     Sale     67.1294       13  
14159, L.P.   4/12/2019     1,688     Sale     67.1294       13  
667, L.P.   4/12/2019     9,791     Sale     67.1294       13  
Baker Brothers Life Sciences, L.P.   4/12/2019     63,775     Sale     67.1294       13  
Baker/Tisch Investments, L.P.   4/12/2019     158     Sale     65.3239       14  
Baker Bros. Investments II, L.P.   4/12/2019     11     Sale     65.3239       14  
Baker Bros. Investments, L.P.   4/12/2019     142     Sale     65.3239       14  
14159, L.P.   4/12/2019     244     Sale     65.3239       14  
667, L.P.   4/12/2019     1,417     Sale     65.3239       14  
Baker Brothers Life Sciences, L.P.   4/12/2019     9,232     Sale     65.3239       14  

 

  Page 10 of 13 Pages  

 

 

(1) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $68.60 to $69.53. 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 $66.50 to $67.20. 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 $68.31 to $69.05. 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 $68.60 to $69.25. 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.

 

(5) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $67.88 to $68.11. 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 $67.25 to $68.00. 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 $67.55 to $68.01. 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 $68.53 to $69.50. 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 $69.00 to $69.43. 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 $66.92 to $67.85. 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.

 

  Page 11 of 13 Pages  

 

 

(11) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $66.60 to $66.82. 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 $ 64.60 to $65.15. 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 $66.63 to $67.44. 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.

 

(14)

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $65.15 to $66.15. 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.

 

(e) Not applicable.

 

  Page 12 of 13 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.

 

April 12, 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

 

  Page 13 of 13 Pages  

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