Sec Form 4 Filing - BAKER BROS. ADVISORS LP @ Invitae Corp - 2017-07-31

Insider filing report for Changes in Beneficial Ownership
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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
Invitae Corp [ NVTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2017
(Street)
NEW YORK, NY10065
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
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
Series A Convertible Preferred ( 1 ) 07/31/2017 P 349,760 07/31/2017 ( 2 ) Common Stock 349,760 $ 8.5 349,760 I See Footnotes ( 1 ) ( 3 ) ( 4 )
Series A Convertible Preferred ( 1 ) 07/31/2017 P 3,109,063 07/31/2017 ( 2 ) Common Stock 3,109,063 $ 8.5 3,109,063 I See Footnotes ( 1 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAKER BROS. ADVISORS LP
667 MADISON AVENUE, 21ST FLOOR
NEW YORK, NY10065
X
BAKER FELIX
667 MADISON AVENUE, 21ST FLOOR
NEW YORK, NY10065
X
BAKER JULIAN
667 MADISON AVENUE, 21ST FLOOR
NEW YORK, NY10065
X
Baker Bros. Advisors (GP) LLC
667 MADISION AVENUE, 21ST FLOOR
NEW YORK, NYNew York
X
Signatures
BAKER BROS. ADVISORS LP Name Scott L. Lessing Title: President /s/Scott L. Lessing 08/02/2017
Signature of Reporting Person Date
/s/ Felix J. Baker 08/02/2017
Signature of Reporting Person Date
/s/ Julian C. Baker 08/02/2017
Signature of Reporting Person Date
BAKER BROS. ADVISORS (GP) LLC Name Scott L. Lessing Title: President /s/Scott L. Lessing 08/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 31, 2017, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667 and 14159, L.P., the "Funds") purchased 349,760 and 3,109,063 shares of Series A Convertible Preferred Stock ("Convertible Preferred"), respectively, of Invitae Corporation (the "Issuer") at a price of $8.50 per share, pursuant to a private placement (the "Private Placement"). The Convertible Preferred is a common stock equivalent with no voting rights and converts into shares of common stock of the Issuer at a conversion price equal to $8.50 per share, subject to adjustment for events such as stock splits, stock dividends, reorganizations, recapitalizations and other events as provided for in the Certificate of Designation of the Convertible Preferred. The Private Placement is expected to close on August 3, 2017.
( 2 )The shares of Convertible Preferred do not expire.
( 3 )Baker Bros. Advisors LP (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 principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power over 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.
( 4 )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.

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