-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fbie5GVN5h95KDiDWyPPmrwNQYf8VKg8rUpn0ieuoG14h2bo5JOBDmguxR3G4bdw jI36L1ULKf7INM0VgytaIw== 0001144204-08-012748.txt : 20080229 0001144204-08-012748.hdr.sgml : 20080229 20080229171953 ACCESSION NUMBER: 0001144204-08-012748 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080229 DATE AS OF CHANGE: 20080229 GROUP MEMBERS: G. STACY SMITH GROUP MEMBERS: PATRICK P. WALKER GROUP MEMBERS: REID S. WALKER GROUP MEMBERS: WS VENTURES MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESPONSE GENETICS INC CENTRAL INDEX KEY: 0001124608 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83739 FILM NUMBER: 08657060 BUSINESS ADDRESS: STREET 1: 1640 MARENGO ST., STREET 2: 6TH FLOOR CITY: LOS ANGELES, STATE: CA ZIP: 90033 BUSINESS PHONE: (323) 224-3900 MAIL ADDRESS: STREET 1: 1640 MARENGO ST., STREET 2: 6TH FLOOR CITY: LOS ANGELES, STATE: CA ZIP: 90033 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WSV MANAGEMENT L L C CENTRAL INDEX KEY: 0001261911 IRS NUMBER: 752901850 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 v105565_sc13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. __)*



RESPONSE GENETICS, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
76123U105
(CUSIP Number)
 
February 25, 2008
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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 the disclosures provided in a prior cover page.

The information required in 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).

 
-1-

 


 

CUSIP No. 76123U105
1
NAME OF REPORTING PERSON: WSV Management, L.L.C.
 
I.R.S. Identification Nos. of above persons (entities only):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
 (a)  o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0
6
SHARED VOTING POWER: 514,440*
7
SOLE DISPOSITIVE POWER: 0
8
SHARED DISPOSITIVE POWER: 514,440*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,440*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%*
12
TYPE OF REPORTING PERSON
HC/OO
* Based on information set forth on the Form 10-QSB of Response Genetics, Inc. (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 10,239,276 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of November 13, 2007. As of February 25, 2008 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "Funds") owned in the aggregate 514,440 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and the shared power to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 514,440 Shares, or approximately 5.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
-2-

 


CUSIP No. 76123U105
1
NAME OF REPORTING PERSON: WS Ventures Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
 (a)  o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0
6
SHARED VOTING POWER: 514,440*
7
SOLE DISPOSITIVE POWER: 0
8
SHARED DISPOSITIVE POWER: 514,440*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,440*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%*
12
TYPE OF REPORTING PERSON
IA/PN
* Based on information set forth on the Form 10-QSB of Response Genetics, Inc. (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 10,239,276 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of November 13, 2007. As of February 25, 2008 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "Funds") owned in the aggregate 514,440 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and the shared power to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 514,440 Shares, or approximately 5.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
-3-

 


CUSIP No. 76123U105
1
NAME OF REPORTING PERSON: Reid S. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0
6
SHARED VOTING POWER: 514,440*
7
SOLE DISPOSITIVE POWER: 0
8
SHARED DISPOSITIVE POWER: 514,440*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,440*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%*
12
TYPE OF REPORTING PERSON
IN
* Based on information set forth on the Form 10-QSB of Response Genetics, Inc. (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 10,239,276 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of November 13, 2007. As of February 25, 2008 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "Funds") owned in the aggregate 514,440 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and the shared power to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 514,440 Shares, or approximately 5.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
-4-

 



CUSIP No. 76123U105
1
NAME OF REPORTING PERSON: G. Stacy Smith
 
I.R.S. Identification Nos. of above persons (entities only):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   
(a)   o
(b) x]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0
6
SHARED VOTING POWER: 514,440*
7
SOLE DISPOSITIVE POWER: 0
8
SHARED DISPOSITIVE POWER: 514,440*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,440*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%*
12
TYPE OF REPORTING PERSON
IN
* Based on information set forth on the Form 10-QSB of Response Genetics, Inc. (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 10,239,276 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of November 13, 2007. As of February 25, 2008 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "Funds") owned in the aggregate 514,440 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and the shared power to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 514,440 Shares, or approximately 5.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
-5-

 



CUSIP No. 76123U105
1
NAME OF REPORTING PERSON: Patrick P. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
 (a)  o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER: 0
6
SHARED VOTING POWER: 514,440*
7
SOLE DISPOSITIVE POWER: 0
8
SHARED DISPOSITIVE POWER: 514,440*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,440*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%*
12
TYPE OF REPORTING PERSON
IN
* Based on information set forth on the Form 10-QSB of Response Genetics, Inc. (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 10,239,276 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of November 13, 2007. As of February 25, 2008 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "Funds") owned in the aggregate 514,440 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and the shared power to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 514,440 Shares, or approximately 5.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.


 
-6-

 

Item 1(a).
Name of Issuer: Response Genetics, Inc.
 
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
1640 Marengo Street
Los Angeles CA, 90033
 
Item 2(a).
Name of Person Filing:
WSV Management, L.L.C.
WS Ventures Management, L.P.
Reid S. Walker
G. Stacy Smith
Patrick P. Walker
 
Item 2(b).
Address of Principal Business Office or if none, Residence:
300 Crescent Court, Suite 1111
Dallas, Texas 75201
 
Item 2(c).
Citizenship:
WSV Management, L.L.C.:
Texas
WS Ventures Management, L.P.:
Texas
Reid S. Walker:
United States
G. Stacy Smith:
United States
Patrick P. Walker:
United States
 
Item 2(d).
Title of Class of Securities: Common Stock, par value $0.01 per share
 
Item 2(e).
CUSIP Number: 76123U105
 
Item 3.
Not Applicable
 
Item 4.
Ownership:
 
 
(a)
Amount Beneficially Owned:
WSV Management, L.L.C.:
514,440*
WS Ventures Management, L.P.:
514,440*
Reid S. Walker:
514,440*
G. Stacy Smith:
514,440*
Patrick P. Walker:
514,440*

 

*  Based on information set forth on the Form 10-QSB of Response Genetics, Inc. (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 10,239,276 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of November 13, 2007. As of February 25, 2008 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "Funds") owned in the aggregate 514,440 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and the shared power to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 514,440 Shares, or approximately 5.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 
-7-

 


 
 
(b)
Percent of Class:
WSV Management, L.L.C.:
5.0%*
WS Ventures Management, L.P.:
5.0%*
Reid S. Walker:
5.0%*
G. Stacy Smith:
5.0%*
Patrick P. Walker:
5.0%*

 
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote: 0
 
 
(ii)
shared power to vote or to direct the vote:
WSV Management, L.L.C.:
514,440*
WS Ventures Management, L.P.:
514,440*
Reid S. Walker:
514,440*
G. Stacy Smith:
514,440*
Patrick P. Walker:
514,440*

 
 
(iii)
sole power to dispose or to direct the disposition of: 0
 
 
(iv)
shared power to dispose or to direct the disposition of:
WSV Management, L.L.C.:
514,440*
WS Ventures Management, L.P.:
514,440*
Reid S. Walker:
514,440*
G. Stacy Smith:
514,440*
Patrick P. Walker:
514,440*

 
Item 5.
Ownership of Five Percent or Less of a Class:
If this statement 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 o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
 
 

*  Based on information set forth on the Form 10-QSB of Response Genetics, Inc. (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 10,239,276 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of November 13, 2007. As of February 25, 2008 (the “Reporting Date”), WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "Funds") owned in the aggregate 514,440 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and the shared power to direct the disposition of the Shares held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are deemed to beneficially own 514,440 Shares, or approximately 5.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 
-8-

 


 
Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable.
 
Item 8.
Identification and Classification of Members of the Group:
Not applicable.
 
Item 9.
Notice of Dissolution of Group:
Not applicable.
 
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
-9-

 

 
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.
 
February 26, 2008
   
 
WSV MANAGEMENT, L.L.C.
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
WS VENTURES MANAGEMENT, L.P.
 
By: WSV Management, L.L.C., its general partner
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
/s/ Reid S. Walker
 
REID S. WALKER
   
 
/s/ G. Stacy Smith
 
G. STACY SMITH
   
 
/s/ Patrick P. Walker
 
PATRICK P. WALKER

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


 
-10-

 

EXHIBIT 1

JOINT FILING AGREEMENT

 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Response Genetics, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 26, 2008.

 
WSV MANAGEMENT, L.L.C.
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
WS VENTURES MANAGEMENT, L.P.
 
By: WSV Management, L.L.C., its general partner
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
/s/ Reid S. Walker
 
REID S. WALKER
 
 
 
/s/ G. Stacy Smith
 
G. STACY SMITH
   
 
/s/ Patrick P. Walker
 
PATRICK P. WALKER

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