0001144204-12-035984.txt : 20120622 0001144204-12-035984.hdr.sgml : 20120622 20120622142248 ACCESSION NUMBER: 0001144204-12-035984 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120622 DATE AS OF CHANGE: 20120622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GenMark Diagnostics, Inc. CENTRAL INDEX KEY: 0001487371 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 272053069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85510 FILM NUMBER: 12922007 BUSINESS ADDRESS: STREET 1: 5964 LA PLACE COURT CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: (760) 448-4300 MAIL ADDRESS: STREET 1: 5964 LA PLACE COURT CITY: CARLSBAD STATE: CA ZIP: 92008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ronin Capital, LLC CENTRAL INDEX KEY: 0001512282 IRS NUMBER: 364472500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 350 N. ORLEANS, SUITE 2N CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-244-5284 MAIL ADDRESS: STREET 1: 350 N. ORLEANS, SUITE 2N CITY: CHICAGO STATE: IL ZIP: 60654 SC 13G/A 1 v316732_sc13ga.htm FORM SC 13G/A

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934*

 

(Amendment No. 2)*

 

 GenMark Diagnostics, Inc.
(Name of Issuer)
 
  Common Stock
(Title of Class of Securities)
 
 372309104
(CUSIP Number)
 
 June 20, 2012
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

xRule 13d-1(b)

 

¨Rule 13d-1(c)

 

¨Rule 13d-1(d)

 

 *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

  

CUSIP No. 372309104

 

1. Name of Reporting Person
   
  Ronin Capital, LLC
     
     
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨ 
  (b) x 
     
3. SEC Use Only
     
     
4. Citizenship or Place of Organization
   
  Delaware 
     
  5. Sole Voting Power: 1,818,504
     
Number of    
Shares    
Beneficially 6. Shared Voting Power: 0
Owned by    
Each    
Reporting    
Person 7. Sole Dispositive Power: 1,818,504
With    
     
  8. Shared Dispositive Power: 0
     
     
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,818,504
     
     
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
     
     
11. Percent of Class Represented by Amount in Row (9)
   
  5.84% 
     
12. Type of Reporting Person (See Instructions)
   
  BD

 

2
 

   

CUSIP No. 372309104

 

Item 1(a).Name of Issuer:

 

GenMark Diagnostics, Inc.

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

GenMark Diagnostics, Inc.

5964 La Place Court, Suite 100

Carlsbad, CA  92008-8829

  

Item 2(a).Name of Person Filing:

 

Ronin Capital, LLC

  

Item 2(b).Address of Principal Business Office or, if none, Residence:

 

Ronin Capital, LLC

350 N. Orleans Street, Suite 2N

Chicago, IL 60654

  

Item 2(c).Citizenship:

 

Ronin Capital, LLC is a Delaware LLC

  

Item 2(d).Title of Class of Securities:

 

Common Stock

 

Item 2(e).CUSIP Number:

 

372309104

 

Item 3.If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a) xBroker or dealer registered under Section 15 of the Exchange Act.

 

3
 

  

CUSIP No. 372309104

 

Item 4.                     Ownership

 

Ronin Capital, LLC is the record owner of 1,818,504 shares of common stock.  

 

(a)Amount beneficially owned:

 

(i)Ronin Capital, LLC                    1,818,504 shares

  

(b)Percent of class:

 

(i)Ronin Capital, LLC                     5.84%

 

 

The percentage of shares of Common Stock beneficially owned by the Reporting Person is based on a total of 31,137,053 shares of Common Stock of the Issuer outstanding as of June 20, 2012, as reported on the Free Writing Prospectus filed by the Issuer with the Securities and Exchange Commission dated June 20, 2012.

 

(c)Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:
     
    (i)    Ronin Capital, LLC                                                      1,818,504
     
  (ii) Shared power to vote or to direct the vote:  
     
    (i)    Ronin Capital, LLC                                                      0
     
  (iii) Sole power to dispose or to direct the disposition of:  
     
    (i)    Ronin Capital, LLC                                                      1,818,504
     
  (iv) Shared power to dispose or to direct the disposition of:
     
    (i)    Ronin Capital, LLC                                                      0 

  

 

Item 5.Ownership of Five Percent or Less of a Class:

 

Not applicable

 

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:

 

Not applicable

 

4
 

 

 

Item 8.Identification and Classification of Members of the Group:

 

Not applicable

 

Item 9.Notice of Dissolution of Group:

 

Not applicable

 

Item 10.Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

5
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:    
     
June 22, 2012 Ronin Capital, LLC
     
  By: /s/ Agnes Burda
    Name: Agnes Burda
    Title:  Compliance Officer

 

6