SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Smith Susan

(Last)

(First)

(Middle)

1640 MARENGO ST.

6TH FLOOR

(Street)

LOS ANGELES

90033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2007

3. Issuer Name and Ticker or Trading Symbol
RESPONSE GENETICS INC [ RGDX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	150,862	D
Common Stock	367,808	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Junior Convertible Preferred Stock	06/08/2007⁽²⁾	06/08/2007⁽²⁾	Common Stock	404,966	$0	D
Series A Junior Convertible Preferred Stock	06/08/2007⁽²⁾	06/08/2007⁽²⁾	Common Stock	987,220	$0	I	See Footnote⁽¹⁾
Convertible Notes	06/08/2007⁽³⁾	06/08/2007⁽³⁾	Common Stock	23,759	$7	D
Convertible Notes	06/08/2007⁽³⁾	06/08/2007⁽³⁾	Common Stock	57,922	$7	I	See Footnote⁽¹⁾

Explanation of Responses:

1. These shares are owned directly by David Michael Smith, the reporting filer's son and a director and a significant shareholder of the Company. The reporting filer disclaims beneficial ownership of these shares, except to the extent of any beneficial interest therein.

2. Upon the closing of the Issuer's initial public offering, which is expected to be June 8, 2007, all of the outstanding shares of Series A Junior Convertible Perferred Stock will automatically convert into shares of common stock on a 1-for-5.2 basis.

3. Upon closing of the Issuer's initial public offering the principal amount of promissory notes to certain stockholders (plus accrued but unpaid interest) will convert into shares of common stock at a fixed conversion price equal to the intial public offering price per share.

	/s/ Marianne Staniunas, Attorney-in-fact	06/04/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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