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^*

PAPPAJOHN JOHN

(Last)

(First)

(Middle)

201 ROUTE 17 NORTH

2ND FLOOR

(Street)

RUTHERFORD

07070

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2013

3. Issuer Name and Ticker or Trading Symbol
CANCER GENETICS, INC [ CGIX ]

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

X	Director	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, par value $0.0001 per share	307,546	D
Common Stock, par value $0.0001 per share	200,000	I	By spouse

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)
Stock Option (right to buy)	⁽¹⁾	06/11/2019	Common Stock, par value $0.0001 per share	15,000	$4	D
Warrant (right to buy)	07/02/2009	07/02/2014	Common Stock, par value $0.0001 per share	44,288	$4	D
Warrant (right to buy)	10/19/2009	10/19/2014	Common Stock, par value $0.0001 per share	140,000⁽²⁾	$25⁽²⁾	D
Warrant (right to buy)	12/09/2010	12/09/2015	Common Stock, par value $0.0001 per share	72,000⁽²⁾	$25⁽²⁾	D
Warrant (right to buy)	06/30/2011	06/30/2016	Common Stock, par value $0.0001 per share	40,000⁽²⁾	$32.45⁽²⁾	D
Warrant (right to buy)	12/22/2011	12/21/2016	Common Stock, par value $0.0001 per share	42,353	$42.5⁽²⁾	D
Warrant (right to buy)	02/14/2012	12/21/2016	Common Stock, par value $0.0001 per share	14,118	$42.5⁽²⁾	D
Warrant (right to buy)	03/09/2012	12/21/2016	Common Stock, par value $0.0001 per share	37,000	$42.5⁽²⁾	D
Warrant (right to buy)	04/01/2012	12/21/2016	Common Stock, par value $0.0001 per share	7,059	$42.5⁽²⁾	D
Warrant (right to buy)	05/15/2012	12/21/2016	Common Stock, par value $0.0001 per share	2,353	$42.5⁽²⁾	D
Warrant (right to buy)	07/01/2012	12/21/2016	Common Stock, par value $0.0001 per share	7,059	$42.5⁽²⁾	D
Warrant (right to buy)	08/14/2012	12/21/2016	Common Stock, par value $0.0001 per share	2,353	$42.5⁽²⁾	D
Warrant (right to buy)	10/17/2012	10/17/2022	Common Stock, par value $0.0001 per share	63,137⁽²⁾	$42.5⁽²⁾	D
Warrant (right to buy)	10/22/2012	11/26/2017	Common Stock, par value $0.0001 per share	20,669⁽²⁾	$42.5⁽²⁾	D
Warrant (right to buy)	10/22/2012	11/26/2017	Common Stock, par value $0.0001 per share	10,157⁽²⁾	$42.5⁽²⁾	D
Warrant (right to buy)	10/22/2012	11/26/2017	Common Stock, par value $0.0001 per share	28,236⁽²⁾	$42.5⁽²⁾	D
Warrant (right to buy)	10/22/2012	11/26/2017	Common Stock, par value $0.0001 per share	9,412⁽²⁾	$42.5⁽²⁾	D
Warrant (right to buy)	11/27/2012	10/17/2022	Common Stock, par value $0.0001 per share	4,118⁽²⁾	$42.5⁽²⁾	D
Warrant (right to buy)	12/07/2012	12/07/2022	Common Stock, par value $0.0001 per share	23,530⁽²⁾	$42.5⁽²⁾	D
Series A-1 Convertible Preferred Stock	01/08/2008	⁽³⁾	Series A-1 Convertible Preferred Stock, par value $0.0001	377,789	$14.1⁽³⁾	D
Convertible Note	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.0001 per share	⁽⁴⁾	⁽⁴⁾	D
Convertible Note	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.0001 per share	⁽⁵⁾	⁽⁵⁾	D
Convertible Note	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.0001 per share	⁽⁶⁾	⁽⁶⁾	D
Convertible Note	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.0001 per share	⁽⁷⁾	⁽⁷⁾	D
Warrant (right to buy)	02/22/2013	02/22/2023	Common Stock, par value $0.0001 per share	4,118⁽²⁾	$42.5⁽²⁾	D
Warrant (right to buy)	03/04/2013	03/04/2023	Common Stock, par value $0.0001 per share	2,353⁽²⁾	$42.5⁽²⁾	D

Explanation of Responses:

1. This option was fully vested and exercisable as of June 11, 2011.

2. The number of shares underlying the warrant and the exercise price are subject to anti-dilution adjustment.

3. If Cancer Genetics, Inc. (the "Company") consummates an initial public offering, each outstanding share of Series A-1 Convertible Preferred Stock will automatically convert into one-fifth (1/5) of one share of the Company's common stock. The conversion price of the Series A-1 Convertible Preferred Stock is subject to anti-dilution adjustment. Shares of Series A-1 Convertible Preferred Stock have no expiration date.

4. The reporting person agreed to convert $2,000,000 of the outstanding principal balance under the note to common stock of the Company upon consummation of the Company's initial public offering at a conversion price equal to the initial public offering price.

5. Approximately $1,800,000 outstanding under a loan provided to the Company by the reporting person automatically converts to common stock of the Company upon consummation of the Company's initial public offering at a conversion price equal to the lesser of (i) $42.50 per share and (ii) the initial public offering price.

6. Approximately $1,000,000 outstanding under a loan provided to the Company by the reporting person automatically converts to common stock of the Company upon consummation of the Company's initial public offering at a conversion price equal to the lesser of (i) $42.50 per share and (ii) the initial public offering price.

7. The reporting person agreed to convert $2,000,000 of the outstanding principal balance under the note to common stock of the Company upon consummation of the Company's initial public offering at a conversion price equal to the initial public offering.

	/s/ John Pappajohn	04/04/2013
	** 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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