FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RESPONSE GENETICS INC [ RGDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/08/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
Common Stock | 06/08/2007 | C | 1,840 | A | $0 | 1,840 | D | |||
Common Stock | 06/08/2007 | J(6) | 2,099(6) | A | $0 | 3,939 | D | |||
Common Stock | 06/08/2007 | C | 603,907 | A | $0 | 828,899 | I | See footnote 2(2) | ||
Common Stock | 06/08/2007 | C | 35,433 | A | $7 | 864,332 | I | See footnote 2(2) | ||
Common Stock | 06/08/2007 | C | 603,907 | A | $0 | 828,899 | I | See footnote 3(3) | ||
Common Stock | 06/08/2007 | C | 35,433 | A | $7 | 864,332 | I | See footnote 3(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 B Convertible Preferred Stock | $0 | 06/08/2007 | C | 1,840(1) | 06/08/2007(1) | 06/08/2007(1) | Common Stock | 1,840 | $0(1) | 0 | D | ||||
Series A Junior Convertible Preferred Stock | $0 | 06/08/2007 | C | 603,907(4) | 06/08/2007(4) | 06/08/2007(4) | Common Stock | 603,907 | $0(4) | 0 | I | See footnote 2(2) | |||
Series A Junior Convertible Preferred Stock | $0 | 06/08/2007 | C | 603,907(4) | 06/08/2007(4) | 06/08/2007(4) | Common Stock | 603,907 | $0(4) | 0 | I | See footnote 3(3) | |||
Convertible Notes | $7(5) | 06/08/2007 | C | 35,433(5) | 06/08/2007(5) | 06/08/2007(5) | Common Stock | 35,433 | $0(5) | 0 | I | See footnote 2(2) | |||
Convertible Notes | $7(5) | 06/08/2007 | C | 35,433(5) | 06/08/2007(5) | 06/08/2007(5) | Common Stock | 35,433 | $0(5) | 0 | I | See footnote 3(3) |
Explanation of Responses: |
1. Represents the shares of Series B Convertible Preferred Stock on an as-converted to common stock basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Convertible Preferred Stock automatically converted into shares of common stock on a one-for-one basis. |
2. Consists of shares owned by the reporting filer's father, Samuel Serruya. The reporting filer disclaims beneficial ownership of these shares, except to the extent of any beneficial ownership therein. |
3. Consists of shares owned by the reporting filer's mother, Clara Serruya. The reporting filer disclaims beneficial ownership of these shares, except to the extent of any beneficial ownership therein. |
4. Represents the shares of Series A Junior Convertible Preferred Stock on an as-converted to common stock basis. Upon the closing of the Issuer's initial public offering on June 8, 2007, all of the outstanding shares of Series A Junior Convertible Preferred Stock automatically converted into shares of common stock on a 1-for-5.2 basis. |
5. Represents the shares issuable upon conversion of the Convertible Notes on an as-converted to common stock basis. Upon the closing of the Issuer's initial public offering on June 8, 2007, the principal amount of promissory notes to certain stockholders (plus accrued but unpaid interest) converted into shares of common stock at a fixed conversion price equal to the initial public offering price. |
6. The total accrued but unpaid dividends related to the Series B Convertible Preferred Stock at the date of conversion also converted into common stock based on the fair market value of the common stock on that date. In payment of dividends accrued on the Series B Convertible Preferred Stock, the reporting filer received 2099 shares of Common Stock. |
/s/ Mekhala Subramanian, Attorney-in-fact | 06/12/2007 | |
** 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 4 (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. |