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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Serruya Michael

(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)

X	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	224,992	I	See Footnote 1⁽¹⁾
Common Stock	224,992	I	See Footnote 2⁽²⁾

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⁽³⁾	06/08/2007⁽³⁾	Common Stock	603,907⁽³⁾	$0⁽³⁾	I	See footnote 1⁽¹⁾
Series A Junior Convertible Preferred Stock	06/08/2007⁽³⁾	06/08/2007⁽³⁾	Common Stock	603,907⁽³⁾	$0⁽³⁾	I	See footnote 2⁽²⁾
Series B Convertible Preferred Stock	06/08/2007⁽⁴⁾	06/08/2007⁽⁴⁾	Common Stock	3,936⁽⁴⁾	$0⁽⁴⁾	D
Convertible Notes	06/08/2007⁽⁵⁾	06/08/2007⁽⁵⁾	Common Stock	35,433⁽⁵⁾	$7⁽⁵⁾	I	See footnote 1⁽¹⁾
Convertible Notes	06/08/2007⁽⁵⁾	06/08/2007⁽⁵⁾	Common Stock	35,433⁽⁵⁾	$7⁽⁵⁾	I	See footnote 2⁽²⁾

Explanation of Responses:

1. Shares owned by the reporting filer's father, Samuel Serruya. The reporting filer disclaims beneficial ownership as to these shares, except to the extent of any pecuniary interest therein.

2. Shares owned by the reporting filer's mother, Clara Serruya. The reporting filer disclaims beneficial ownership as to these shares, except to the extent of any pecuniary interest therein.

3. 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 Preferred Stock will automatically convert into shares of common stock on a 1-for-5.2 basis.

4. 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 B Convertible Preferred Stock will automatically convert into shares of common stock on a one-for-one basis. The total accrued but unpaid dividends related to the Series B Convertible Preferred Stock at the date of conversion will convert into common stock based on the fair value of the common stock on that date.

5. Upon the 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 initial 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.