SEC FORM 4

SEC Form 4

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^*

BURRILL LIFE SCIENCES CAPITAL FUND LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 2700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
diaDexus, Inc. [ DDXS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2011

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/21/2011		P		55,500⁽³⁾	A	$0.4	5,355,387	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	01/24/2011		P		100,000⁽⁴⁾	A	$0.4	5,455,387	D⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	01/28/2011		P		13,000⁽⁵⁾	A	$0.38	5,468,387	D⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock	02/01/2011		P		15,300⁽⁶⁾	A	$0.39	5,483,687	D⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock	02/02/2011		P		15,000⁽⁷⁾	A	$0.4	5,498,687	D⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock	02/03/2011		P		15,287⁽⁸⁾	A	$0.4	5,513,974	D⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock	02/07/2011		P		5,000⁽⁹⁾	A	$0.4	5,518,974	D⁽¹⁾⁽²⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BURRILL LIFE SCIENCES CAPITAL FUND LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 2700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Burrill Indiana Life Sciences Capital Fund, L.P.

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 2700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Burrill & CO (Life Sciences GP), LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 2700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Burrill & CO (Indiana GP), LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 2700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BURRILL & CO LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 2700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BURRILL STEVEN

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 2700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities ("Securities") constitute the common stock of diaDexus, Inc. (the "Company") directly held by Burrill Life Sciences Capital Fund, L.P., a Delaware limited partnership ("BLSCF"), and by Burrill Indiana Life Sciences Capital Fund, L.P., a Delaware limited partnership ("BILSCF") in the amounts set forth in footnotes 3 through 9. BLSCF and BILSCF operate together as if they are a single fund. All Securities listed in this Form 4 also represent shares indirectly held by BLSGP, BIGP, Burrill and BLLC, as each are defined below.

2. Burrill & Company (Life Sciences GP), LLC ("BLSGP") and Burrill & Company (Indiana GP), LLC ("BIGP") are the general partners of BLSCF and BILSCF, respectively. G. Steven Burrill ("Burrill") controls Burrill & Company LLC ("BCLLC"), which controls BLSGP and BIGP; thus Burrill ultimately holds the power to vote and dispose of the equity interests of both BLSGP and BIGP. BLSCF, BILSCF, BLSGP, BIGP, BCLLC, and Burrill (the "Reporting Persons") are deemed to be a "group" for the purpose of Section 13(d) under the Securities Exchange Act of 1934. Each Reporting Person disclaims beneficial ownership of the Securities, except to the extent of its pecuniary interest therein.

3. Represent 53,087 shares directly held by BLSCF, 2,413 shares directly held by BILSCF, and 55,500 shares indirectly held by BLSGP, BIGP, Burrill and BLLC.

4. Represent 95,652 shares directly held by BLSCF, 4,348 shares directly held by BILSCF, and 100,000 shares indirectly held by BLSGP, BIGP, Burrill and BLLC.

5. Represent 12,435 shares directly held by BLSCF, 565 shares directly held by BILSCF, and 13,000 shares indirectly held by BLSGP, BIGP, Burrill and BLLC.

6. Represent 14,635 shares directly held by BLSCF, 665 shares directly held by BILSCF, and 15,300 shares indirectly held by BLSGP, BIGP, Burrill and BLLC.

7. Represent 14,348 shares directly held by BLSCF, 652 shares directly held by BILSCF, and 15,000 shares indirectly held by BLSGP, BIGP, Burrill and BLLC.

8. Represent 14,622 shares directly held by BLSCF, 665 shares directly held by BILSCF, and 15,287 shares indirectly held by BLSGP, BIGP, Burrill and BLLC.

9. Represent 4,783 shares directly held by BLSCF, 217 shares directly held by BILSCF, and 5,000 shares indirectly held by BLSGP, BIGP, Burrill and BLLC.

Remarks:

Signed by G. Steven Burrill, for himself, for and as Chief Executive Officer of Burrill & Company, LLC, managing member of Burrill & Company (Life Sciences GP), LLC and Burrill & Company (Indiana GP), LLC, general partners of Burrill Life Sciences Capital Fund, L.P. and Burrill Indiana Life Sciences Capital Fund, L.P. respectively.

	/s/ G. Steven Burrill	02/17/2011
	** 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).
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