SCHEDULE 13G
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
Invitae Corporation
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
46185L103

(CUSIP Number)
 
December 31, 2020

(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)
 
¨ Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
*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. 46185L103	
 	
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	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
15,774,095 (1)	
	6	SHARED VOTING POWER
 
-0-	
	7	SOLE DISPOSITIVE POWER
 
15,774,095 (1)	
	8	SHARED DISPOSITIVE POWER
 
-0-	

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,774,095 (1)	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)	¨
 	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.9% (1)(2)	
12	TYPE OF REPORTING PERSON (See Instructions)
 
IA, PN	
 
	(1)	Includes 124,913 shares of common stock (“Common Stock”) of Invitae Corporation (the “Issuer”) underlying shares of Convertible Preferred Stock (as defined in Item 4) that are subject to the limitations on conversion described in Item 4.	
	(2)	Based on 176,699,713 shares of Common Stock of the Issuer outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 5, 2020, plus 124,913 shares of Common Stock underlying shares of Convertible Preferred Stock (as defined in Item 4).	

 

 CUSIP No. 46185L103	
 	
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	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
15,774,095 (1)	
	6	SHARED VOTING POWER
 
-0-	
	7	SOLE DISPOSITIVE POWER
 
15,774,095 (1)	
	8	SHARED DISPOSITIVE POWER
 
-0-	

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,774,095 (1)	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)	¨
 	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.9% (1)(2)	
12	TYPE OF REPORTING PERSON (See Instructions)
 
HC, OO	
 
	(1)	Includes 124,913 shares of Common Stock of the Issuer underlying shares of Convertible Preferred Stock (as defined in Item 4) that are subject to the limitations on conversion described in Item 4.	
	(2)	Based on 176,699,713 shares of Common Stock outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020, plus 124,913 shares of Common Stock underlying shares of Convertible Preferred Stock (as defined in Item 4).	

 

 CUSIP No. 46185L103	
 	
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	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
15,774,095 (1)	
	6	SHARED VOTING POWER
 
-0-	
	7	SOLE DISPOSITIVE POWER
 
15,774,095 (1)	
	8	SHARED DISPOSITIVE POWER
 
-0-	

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,774,095 (1)	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)	¨
 	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.9% (1)(2)	
12	TYPE OF REPORTING PERSON (See Instructions)
 
IN, HC	
 
	(1)	Includes 124,913 shares of Common Stock of the Issuer underlying shares of Convertible Preferred Stock (as defined in Item 4) that are subject to the limitations on conversion described in Item 4.	
	(2)	Based on 176,699,713 shares of Common Stock outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020, plus 124,913 shares of Common Stock underlying shares of Convertible Preferred Stock (as defined in Item 4).	

 

 
 CUSIP No. 46185L103	
 	
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	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
15,774,095 (1)	
	6	SHARED VOTING POWER
 
-0-	
	7	SOLE DISPOSITIVE POWER
 
15,774,095 (1)	
	8	SHARED DISPOSITIVE POWER
 
-0-	

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,774,095 (1)	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)	¨
 	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.9% (1)(2)	
12	TYPE OF REPORTING PERSON (See Instructions)
 
IN, HC	
 
	(1)	Includes 124,913 shares of Common Stock of the Issuer underlying shares of Convertible Preferred Stock (as defined in Item 4) that are subject to the limitations on conversion described in Item 4.	
	(2)	Based on 176,699,713 shares of Common Stock outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020, plus 124,913 shares of Common Stock underlying shares of Convertible Preferred Stock (as defined in Item 4).	

 

Amendment No. 3 to Schedule 13G
 
This Amendment No. 3 to Schedule 13G amends the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
 
	Item 1(a)	Name of Issuer:	
 
Invitae Corporation
 
	Item 1(b)	Address of Issuer’s Principal Executive Offices:	
 
1400 16th Street
 
San Francisco, California 94103
 
	Item 2(a)	Name of Person Filing:	
 
This Amendment No. 3 is being filed jointly by the Reporting Persons.
 
	Item 2(b)	Address of Principal Business Office or, if None, Residence:	
 
The business address of each of the Reporting Persons is:
 
c/o Baker Bros. Advisors LP
 
860 Washington Street, 3rd Floor
 
New York, NY 10014
 
(212) 339-5690
 
	Item 2(c)	Citizenship:	
 
The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
 
	Item 2(d)	Title of Class of Securities	
 
Common Stock, $0.0001 par value per share (“Common Stock”)

 

	Item 2(e)	CUSIP Number	
 
46185L103
 
	Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:	
 
(a) ¨ Broker or dealer registered under Section 15 of the Exchange Act.
 
(b) ¨ Bank as defined in section 3(a)(6) of the Exchange Act.
 
(c) ¨ Insurance company as defined in section 3(a)(19) of the Exchange Act.
 
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940.
 
(e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 
(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
(g) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
 
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
 
(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
	Item 4.	Ownership.	
 
Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 3 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock directly held by each of 667, L.P. (“667”) and Baker Brothers Life Sciences, L.P. (“Life Sciences,” and together with 667, the “Funds”), which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as shares of Common Stock that may be acquired upon conversion of convertible preferred stock (“Convertible Preferred Stock”), a common stock equivalent with no voting rights that is convertible into Common Stock on a 1-for-1 basis, subject to the limitation on exercise described below.

The information set forth below is based upon 176,699,713 shares of Common Stock outstanding as of October 30, 2020, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020, plus 124,913 shares of Common Stock underlying shares of Convertible Preferred Stock. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Name	 	Number of Shares of
Common Stock we own
or have the right to
acquire within 60 days	 	 	Percent of Class
Outstanding	 	
667, L.P.	 	 	1,272,253	 	 	 	0.7	%	
Baker Brothers Life Sciences, L.P.	 	 	14,501,842	 	 	 	8.2	%	
Total	 	 	15,774,095	 	 	 	8.9	%	
 
The shares of Convertible Preferred Stock are only convertible to the extent that after giving effect to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock of the Issuer (“Beneficial Ownership Limitation”). As a result of this restriction, the number of shares that may be issued upon conversion of the shares of Convertible Preferred Stock by the above holders may change depending upon changes in the outstanding shares of Common Stock. By notice to the Issuer, the Funds may increase or decrease the Beneficial Ownership Limitation applicable to that Fund. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer. 
 
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.
 
The Adviser GP is the sole general partner of the Adviser. Pursuant to the management agreements, as amended, among the Adviser, Life Sciences and 667 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 the 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 5.	Ownership of Five Percent or Less of a Class.	
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. N/A 
 
	Item 6.	Ownership of More than Five Percent on Behalf of Another Person.	
 
N/A
 
	Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.	
 
The information in Item 4 is incorporated herein by reference.

 

	Item 8.	Identification and Classification of Members of the Group.	
 
N/A
 
	Item 9.	Notice of Dissolution of Group.	
 
N/A
 
	Item 10.	Certification.	
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.
 
February 16, 2021
 
 	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