0001144204-11-017081.txt : 20110325 0001144204-11-017081.hdr.sgml : 20110325 20110325121205 ACCESSION NUMBER: 0001144204-11-017081 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110325 DATE AS OF CHANGE: 20110325 GROUP MEMBERS: JAN LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: diaDexus, Inc. CENTRAL INDEX KEY: 0001036968 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943236309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56525 FILM NUMBER: 11711646 BUSINESS ADDRESS: STREET 1: 343 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-246-6400 MAIL ADDRESS: STREET 1: 343 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: VAXGEN INC DATE OF NAME CHANGE: 19990329 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Leap Tide Capital Management, Inc. CENTRAL INDEX KEY: 0001389953 IRS NUMBER: 205769766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10451 MILL DOV CIRCLE CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 410 654 3315 MAIL ADDRESS: STREET 1: 10451 MILL DOV CIRCLE CITY: OWINGS MILLS STATE: MD ZIP: 21117 FORMER COMPANY: FORMER CONFORMED NAME: AM TRUST CAPITAL MANAGEMENT INC DATE OF NAME CHANGE: 20070214 SC 13G/A 1 v216013_sc13g-a.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

diaDexus, Inc.

(Name of Issuer)

Common Stock,
par value $0.01 per share

 (Title of Class of Securities)


25245P106

 (CUSIP Number)

December 17, 2010

 (Date of Event which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
 
o
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
o
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. 25245P106
13G
Page 2 of 8 Pages
 

COMMON STOCK

(1)
Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
 
  
 
Leap Tide Capital Management, Inc.
20-5769766
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) x
 
(b) o
(3)
SEC Use Only
 
  
   
(4)
Citizenship or Place of Organization
   
  Delaware
 
(5)
Sole Voting Power
     
 
  
5,083,174
Number of
(6)
Shared Voting Power
Shares
   
Beneficially
  
0
Owned by
(7)
Sole Dispositive Power
Each Reporting
   
Person With
  
5,083,174
 
(8)
Shared Dispositive Power
     
 
  
0
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person 
 
  
  5,083,174
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
  
 
o
(11)
Percent of Class Represented by Amount in Row (9) 
 
  
  9.58%
(12)
Type of Reporting Person (See Instructions)
   
  CO
 
 
 

 
 
CUSIP No. 25245P106
13G
Page 3 of 8 Pages
 

COMMON STOCK

(1)
Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
 
  
 
Jan Loeb
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) x
 
(b) o
(3)
SEC Use Only
 
  
   
(4)
Citizenship or Place of Organization
   
  USA
 
(5)
Sole Voting Power
     
 
  
5,083,174
Number of
(6)
Shared Voting Power
Shares
   
Beneficially
  
0
Owned by
(7)
Sole Dispositive Power
Each Reporting
   
Person With
  
5,083,174
 
(8)
Shared Dispositive Power
     
 
  
0
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person 
 
  
  5,083,174
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
  
 
o
(11)
Percent of Class Represented by Amount in Row (9) 
 
  
  9.58%
(12)
Type of Reporting Person (See Instructions)
   
  IN
 
 
 

 
 
CUSIP No. 25245P106
13G
Page 4 of 8 Pages
 
 
Item 1(a).  Name Of Issuer:

diaDexus, Inc.

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

343 Oyster Point Boulevard
South San Francisco, CA 94080

Item 2(a).  Names of Persons Filing:

 
(i) 
Leap Tide Capital Management, Inc.

 
(ii) 
Jan Loeb

Jan Loeb is the President and a member of the Board of Directors of Leap Tide Capital Management, Inc.

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

Leap Tide Capital Management, Inc.
10451 Mill Run Circle, Suite 400
Owings Mills, MD 21117

Item 2(c).  Citizenship:

Leap Tide Capital Management, Inc. is a Delaware corporation.  Jan Loeb is a UnitedStates citizen.
 
 
Item 2(d).  Title of Class of Securities:

Common stock, par value $0.01 per share

Item 2(e).  CUSIP Number:

25245P106

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

(a)
o
Broker or dealer registered under Section 15 of the Act
(b)
o
Bank as defined in Section 3(a)(6) of the Act
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act
(d)
o
Investment company registered under Section 8 of the Investment Company Act
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
 
 
 

 
 
CUSIP No. 25245P106
13G
Page 5 of 8 Pages
 
 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

If this statement is filed pursuant to Rule 13d-1(c), check this box.  o

Item 4.  Ownership

Common Stock

 
(i)
Leap Tide Capital Management, Inc.

 
(a)
Amount Beneficially Owned:
5,083,174 shares

 
(b) 
Percent of Class:  9.58%

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

 
(i) 
sole power to vote or direct the vote:  5,083,174

 
(ii) 
shared power to vote or direct the vote:  0

 
(iii) 
sole power to dispose or to direct the disposition of: 5,083,174

 
(iv) 
shared power to dispose or to direct the disposition of:  0

 
(ii)
Jan Loeb

 
(a)
Amount Beneficially Owned:
5,083,174 shares

 
(b) 
Percent of Class:  9.58%

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

 
(i) 
sole power to vote or direct the vote:  5,083,174

 
(ii) 
shared power to vote or direct the vote:  0

 
(iii)
sole power to dispose or to direct the disposition of:  5,083,174

 
(iv) 
shared power to dispose or to direct the disposition of:  0
 
 
 

 
 
CUSIP No. 25245P106
13G
Page 6 of 8 Pages
 
 
Item 5.  Ownership of Five Percent or Less of a Class.

 
If this Schedule is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following box.  o

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.

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

 
The Reporting Persons are the sole members of the group.

Item 9.  Notice of Dissolution of Group.

 
Not applicable.

Item 10.  Certification.

Not applicable
 
 
 

 
 
CUSIP No. 25245P106
13G
Page 7 of 8 Pages
 
 
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.


Date: March 25, 2011
LEAP TIDE CAPITAL MANAGEMENT, INC.,
 
a Delaware corporation
     
     
 
/s/ Jan Loeb
 
 
By: Jan Loeb
 
 
Its: President
 
     
     
     
Date: March 25, 2011
/s/ Jan Loeb
 
 
Jan Loeb
 



 
 

 
 
CUSIP No. 25245P106
13G
Page 8 of 8 Pages
 

EXHIBIT INDEX


Exhibit No.
Description
   
99.1
Joint Filing Agreement, dated as of March 25, 2011 by and among Jan Loeb and Leap Tide Capital Management, Inc.



 
 

 
EX-99.1 2 v216013_ex99-1.htm Unassociated Document

  Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of diaDexus, Inc. dated as of March 25, 2011, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities Exchange Act of 1934.


Date: March 25, 2011
LEAP TIDE CAPITAL MANAGEMENT, INC.,
 
a Delaware Corporation
     
     
 
/s/ Jan Loeb
 
 
By: Jan Loeb
 
 
Its: President
 
     
     
Date: March 25, 2011
/s/ Jan Loeb
 
 
Jan Loeb