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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MINOCHERHOMJEE ARDA PHD (Last) (First) (Middle) 303 W. MADISON SUITE 2500 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GENOPTIX INC [ GXDX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/19/2008
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/19/2008		S		1,414(1)	D	$36.39	1,049,239(2)(3)	I	See Footnote(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares of Common Stock sold were held by Chicago Growth Partners L.P., William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P. The Reporting Person may be deemed to have shared voting and dispositive power over the share beneficially owned by Chicago Growth Partners L.P., William Blair Capital Partners VII QP, L.P. and William Blair Capital Partners VII, L.P. but disclaims such beneficial ownership, except to the extent of his pecuniary interst therein, if any.

2. Such amount does not include an aggregate of 650,000 shares of Common Stock that were previously diposed of by Chicago Growth Partners, L.P. (325,000 shares distributed), William Blair Capital Partners VII QP, L.P. (312,939 shares distributed) and William Blair Capital Partners VII, L.P. (12,061 shares distributed) pursuent to in-kind distributions made without consideration to its limited and general partners. In prior reports, the reporting person reported indirect beneficial ownership of such shares.

3. Such amount represent an aggregate of 1,049,239 shares of Common Stock held by Chicago Growth Partners, L.P. (524,620 shares), William Blair Capital Partners VII QP, L.P. (505,152 shares) and William Blair Capital Partners VII, L.P. (19,467 shares) after giving effect to each of these reported transactions.

Remarks:

	/s/ Arda Minocherhomjee, PHD	08/21/2008
	** 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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