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* Smith Susan (Last) (First) (Middle) 1640 MARENGO ST. 6TH FLOOR (Street) LOS ANGELES CA US 90033 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RESPONSE GENETICS INC [ RGDX ]	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) 06/04/2007
	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	06/04/2007		J(4)		15,712(4)	D(4)	$0(4)	135,150	D
Common Stock	06/04/2007		J(5)		15,713(5)	D(5)	$0(5)	352,095	I	See footnote 2(2)
Common Stock	06/08/2007		C		404,966	A	$0	540,116	D
Common Stock	06/08/2007		C		23,759	A	$7	563,875	D
Common Stock	06/08/2007		C		987,220	A	$0	1,339,315	I	See footnote 2(2)
Common Stock	06/08/2007		C		57,922	A	$7	1,397,237	I	See footnote 2(2)

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
Series A Junior Convertible Preferred Stock	$0	06/08/2007		C			404,966(1)	06/08/2007(1)	06/08/2007(1)	Common Stock	404,966	$0(1)	0	D
Series A Junior Convertible Preferred Stock	$0	06/08/2007		C			987,220(1)	06/08/2007(1)	06/08/2007(1)	Common Stock	987,220	$0(1)	0	I	See footnote 2(2)
Convertible Notes	$7(3)	06/08/2007		C			23,759(3)	06/08/2007(3)	06/08/2007(3)	Common Stock	23,759	$0(3)	0	D
Convertible Notes	$7(3)	06/08/2007		C			57,922(3)	06/08/2007(3)	06/08/2007(3)	Common Stock	57,922	$0(3)	0	I	See footnote 2(2)

Explanation of Responses:

1. Represents the shares of Series A Junior Convertible Preferred Stock on an as-converted to common stock basis. Upon the closing of the Issuer's initial public offering on June 8, 2007, all of the outstanding shares of Series A Junior Convertible Preferred Stock automatically converted into shares of common stock on a 1-for-5.2 basis.

2. Consists of shares owned by the reporting filer's son, David Michael Smith. The reporting filer disclaims beneficial ownership of these shares, except to the extent of any beneficial ownership therein.

3. Represents the shares issuable upon conversion of the Convertible Notes on an as-converted to common stock basis. Upon the closing of the Issuer's initial public offering on June 8, 2007, the principal amount of promissory notes to certain stockholders (plus accrued but unpaid interest) converted into shares of common stock at a fixed conversion price equal to the initial public offering price.

4. Consists of shares of common stock transferred by Susan Smith to certain of our existing stockholders upon the effectiveness of the Issuer's initial public offering for no monetary consideration.

5. Consists of shares of common stock transferred by the reporting filer's mother to certain of our existing stockholders upon the effectiveness of the Issuer's initial public offering for no monetary consideration.

	/s/ Mekhala Subramanian, Attorney-in-fact	06/12/2007
	** 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).
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