UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 46185L103

1

Names of Reporting Persons.
Genomic Health, Inc.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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
1,170,663

6

Shared Voting Power
0

7

Sole Dispositive Power
1,170,663

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,170,663

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
3.6% (1)

12

Type of Reporting Person (See Instructions)
CO

Item 1

(a)

Name of Issuer:
Invitae Corporation

(b)

Address of Issuer’s Principal Executive Offices:
458 Brannan Street

San Francisco, California

94107

Item 2

(a)

Name of Person Filing:
Genomic Health, Inc.

(b)

Address of Principal Business Office or, if none, Residence:
The address for the principal business office of Genomic Health, Inc. is:

301 Penobscot Drive

Redwood City, California

94063

(c)

Citizenship:
Delaware

(d)

Title of Class of Securities:
This Amendment No. 1 to Schedule 13G report relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of Invitae Corporation.

(e)

CUSIP Number:
46185L103

Item 3

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or Dealer registered under Section 15 of the Act;

(b)

o

Bank as defined in section 3(a)(6) of the Act;

(c)

o

Insurance Company as defined in section 3(a)(19) of the Act;

(d)

o

Investment Company registered under section 8 of the Investment Company Act of 1940;

(e)

o

Investment Adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or an endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)

o

Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)

o

A saving association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

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)

o

A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J) please specify the type of institution:____________________________

Not applicable.

Item 4.

Ownership

(a)

Amount beneficially owned:   

1,170,663 shares of Common Stock.

(b)

Percent of class:   

3.6% as of December 31, 2016, based on 32,445,924 shares of Common Stock outstanding as of October 28, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016. 

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

1,170,663

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

1,170,663

(iv)

Shared power to dispose or to direct the disposition of:   

0

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.   x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

Not applicable.

Dated: February 10, 2017

GENOMIC HEALTH, INC.

By:

/s/ G. Bradley Cole

Name: G. Bradley Cole

Title: Chief Financial Officer