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*
CPMG Inc

(Last) (First) (Middle)
2100 MCKINNEY
SUITE 1770

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENITOPE CORP [ GTOP ]
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)
03/01/2007
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)
Code V Amount (A) or (D) Price
Common Stock(1)(2)(3) 03/01/2007 P 66,000(4) A $3.5166 6,490,819(5) I See Footnote(1)
Common Stock(1)(2)(3) 03/05/2007 P 300,000(6) A $3.18 6,790,819(7) 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
1. Name and Address of Reporting Person*
CPMG Inc

(Last) (First) (Middle)
2100 MCKINNEY
SUITE 1770

(Street)
DALLAS TX 75201

(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*
Cardinal Investment Co Inc Profit Sharing Plan

(Last) (First) (Middle)
2100 MCKINNEY
SUITE 1770

(Street)
DALLAS TX 75201

(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*
Rose Edward W. III

(Last) (First) (Middle)
2100 MCKINNEY
SUITE 1770

(Street)
DALLAS TX 75201

(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. This statement is filed by and on behalf of each of: (a) CPMG, Inc. ("CPMG"); (b) Cardinal Investment Company, Inc. Profit Sharing Plan (the "Plan"); and (c) Edward W. Rose III. CPMG serves as an investment adviser and/or manager to other persons. CPMG may be deemed to beneficially own shares owned and/or held by and/or for the account and/or benefit of other persons. Mr. Rose is the sole director and a shareholder of CPMG and the sole trustee and a beneficiary of the Plan. Mr. Rose may be deemed to beneficially own shares owned and/or held by and/or for the account and/or benefit of CPMG and/or the Plan.
2. Each of the reporting persons states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each of the reporting persons disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
3. Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
4. On March 1, 2007, CPMG acquired beneficial ownership of 66,000 shares.
5. Includes 200,697 shares beneficially owned directly and/or held by and/or for the account and/or benefit of the Plan. Includes 328,630 shares beneficially owned directly and/or held by and/or for the account and/or benefit of Mr. Rose.
6. On March 5, 2007, CPMG acquired beneficial ownership of 300,000 shares.
7. Includes 209,007 shares beneficially owned directly and/or held by and/or for the account and/or benefit of the Plan. Includes 328,630 shares beneficially owned directly and/or held by and/or for the account and/or benefit of Mr. Rose.
Remarks:
EXHIBIT 24.1 - Power of Attorney dated August 10, 2006 of CPMG, Inc. (incorporated by reference from Exhibit 24 to that certain Form 3 filed by the reporting persons on August 10, 2006 with respect to the issuer) EXHIBIT 24.2 - Power of Attorney dated August 10, 2006 of Cardinal Investment Company, Inc. Profit Sharing Plan (incorporated by reference from Exhibit 24 to that certain Form 3 filed by the reporting persons on August 10, 2006 with respect to the issuer) EXHIBIT 24.3 - Power of Attorney dated August 10, 2006 of Edward W. Rose III (incorporated by reference from Exhibit 24 to that certain Form 3 filed by the reporting persons on August 10, 2006 with respect to the issuer) EXHIBIT 99.1 - Joint Filing Agreement dated August 10, 2006 among CPMG, Inc., Cardinal Investment Company, Inc. Profit Sharing Plan, and Edward W. Rose III (incorporated by reference from Exhibit 99.1 to that certain Form 3 filed by the reporting persons on August 10, 2006 with respect to the issuer)
/s/ Kent McGaughy, President CPMG, Inc. 03/05/2007
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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