0000895345-15-000122.txt : 20150408 0000895345-15-000122.hdr.sgml : 20150408 20150407182955 ACCESSION NUMBER: 0000895345-15-000122 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150408 DATE AS OF CHANGE: 20150407 GROUP MEMBERS: BRIDGER CAPITAL LLC GROUP MEMBERS: ROBERTO MIGNONE GROUP MEMBERS: SWIFTCURRENT OFFSHORE LTD. GROUP MEMBERS: SWIFTCURRENT OFFSHORE MASTER LTD. GROUP MEMBERS: SWIFTCURRENT PARTNERS 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83739 FILM NUMBER: 15757686 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: BRIDGER MANAGEMENT, LLC CENTRAL INDEX KEY: 0001166309 IRS NUMBER: 582553507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE, STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-918-0820 MAIL ADDRESS: STREET 1: 90 PARK AVENUE, STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: BRIDGER MANAGEMENT LLC DATE OF NAME CHANGE: 20020130 SC 13G/A 1 wk13ga3-response_bridger.htm wk13ga3-response_bridger.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
(Amendment No. 3)
 

 
RESPONSE GENETICS, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
76123U105
(CUSIP Number)
 

April 3, 2015
(Date of Event which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 

 
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).
 
 
 
 
SCHEDULE 13G

CUSIP No. 76123U105
  
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Bridger Management, LLC
 
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
 
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
7,351,352(1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
7,351,352(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,351,352(1)
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
18.3%(2)
12
TYPE OF REPORTING PERSON*
 
IA
 
 
(1) Includes 1,351,352 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of March 26, 2015, as disclosed in the Issuer’s Form 10-K filed with the SEC on March 31, 2015, plus 1,351,352 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants.
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 76123U105
  
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Roberto Mignone
 
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
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
7,351,352(1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
7,351,352(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,351,352(1)
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
18.3%(2)
12
TYPE OF REPORTING PERSON*
 
IN
 
 
(1) Includes 1,351,352 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of March 26, 2015, as disclosed in the Issuer’s Form 10-K filed with the SEC on March 31, 2015, plus 1,351,352 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants.
 
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 76123U105
  
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Bridger Capital, LLC
 
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
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
3,300,757(1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
3,300,757(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,300,757(1)
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.2%(2)
12
TYPE OF REPORTING PERSON*
 
        OO
 
 
(1) Includes 606,757 shares of common stock Swiftcurrent Partners L.P. may acquire upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of March 26, 2015, as disclosed in the Issuer’s Form 10-K filed with the SEC on March 31, 2015, plus 1,351,352 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants.
 
 
 
 
SCHEDULE 13G

CUSIP No. 76123U105
  
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Swiftcurrent Partners, L.P.
 
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
 
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
3,300,757(1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
3,300,757(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,300,757(1)
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.2%(2)
12
TYPE OF REPORTING PERSON*
 
PN
 
 
(1) Includes 606,757 shares of common stock Swiftcurrent Partners L.P. may acquire upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of March 26, 2015, as disclosed in the Issuer’s Form 10-K filed with the SEC on March 31, 2015, plus 1,351,352 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants.
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 76123U105
  
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Swiftcurrent Offshore, Ltd.
 
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
 
Cayman Islands
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,050,595(1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
4,050,595(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,050,595(1)
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.1%(2)
12
TYPE OF REPORTING PERSON*
 
CO
 
 
(1) Includes 744,595 shares of common stock Swiftcurrent Offshore Master Ltd. may acquire upon the exercise of warrants..
(2) Based on 38,795,396 shares of common stock outstanding as of March 26, 2015, as disclosed in the Issuer’s Form 10-K filed with the SEC on March 31, 2015, plus 1,351,352 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants.
 
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 76123U105
  
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Swiftcurrent Offshore Master, Ltd.
 
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
 
Cayman Islands
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
4,050,595(1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
4,050,595(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,050,595(1)
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.1%(2)
12
TYPE OF REPORTING PERSON*
 
CO
 
 
(1) Includes 744,595 shares of common stock Swiftcurrent Offshore Master Ltd. may acquire upon the exercise of warrants..
(2) Based on 38,795,396 shares of common stock outstanding as of March 26, 2015, as disclosed in the Issuer’s Form 10-K filed with the SEC on March 31, 2015, plus 1,351,352 shares of common stock that the Reporting Persons may acquire upon the exercise of warrants.
 
 
 
 
 
Item 1(a).
Name of Issuer:  
Response Genetics, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
1640 Marengo St., 6th Floor, Los Angeles, California, 90033
   
Item 2(a, b, c).
Name of Persons Filing, Address of Principal Business Office, Citizenship:
   
 
Bridger Management, LLC, a Delaware limited liability company, 90 Park Avenue, 40th Floor, New York, NY 10016
 
Mr. Roberto Mignone (“Mr. Mignone”), 90 Park Avenue, 40th Floor, New York, NY 10016.  Mr. Mignone is a United States citizen.
  Bridger Capital, LLC, a Delaware limited liability company, 90 Park Avenue, 40th Floor, New York, NY 10016
  Swiftcurrent Partners, L.P., a Delaware limited partnership, 90 Park Avenue, 40th Floor, New York, NY 10016
  Swiftcurrent Offshore, Ltd., a Cayman Islands limited company, c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands
  Swiftcurrent Offshore Master, Ltd., a Cayman Islands limited company, c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands
   
Item 2(d).
Title of Class of Securities:  Common Stock, par value $0.01 per share (the “Common Stock”)
   
Item 2(e).
CUSIP Number:  76123U105
   
Item 3.
Not Applicable.
   
Item 4.
Ownership.
   
 
Information with respect to the Reporting Persons’ ownership of the Common Stock as of April 7, 2015, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
   
 
Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P. are the owners of record of the Common Stock reported herein.  Swiftcurrent Offshore Ltd. invests substantially all of its assets in Swiftcurrent Offshore Master, Ltd. and may be deemed to share beneficial ownership of the Common Stock owned by Swiftcurrent Offshore Master, Ltd.  Bridger Management LLC is the investment adviser to Swiftcurrent Partners L.P. and Swiftcurrent Offshore Master Ltd.  Bridger Capital, LLC is the General Partner of Swiftcurrent Partners L.P.  Mr. Mignone is the managing member of Bridger Capital, LLC and Bridger Management, LLC.  Each of Bridger Management LLC, Bridger Capital, LLC and Mr. Mignone may be deemed to share beneficial ownership of the Common Stock reported herein.
   
 
This amendment is being made to report that on April 3, 2015, Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P. received immediately exercisable warrants to purchase 744,595 and 606,757 shares of Common Stock, respectively, at $0.37 per share, in connection with the Second Amended Credit Agreement dated as of April 3, 2015 (the “Second Amended Credit Agreement”) among the Issuer, as the borrower, and the parties thereto, including Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P., as the lenders. Pursuant to the Second Amended Credit Agreement, Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P. have provided the Issuer with Term Loan Commitments in the amounts of $551,000 and $449,000, respectively.
   
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 [    ].
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
See Item 4.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
 
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.

 
 
 
 
 
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.

DATED:  April 7, 2015
 
 
BRIDGER MANAGEMENT, LLC
 
  
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Individually
  
     
 
 
BRIDGER CAPITAL, LLC
 
  
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
     
 
SWIFTCURRENT PARTNERS, L.P.
  
     
 
By:  Bridger Capital, LLC, its
  
 
        General Partner
  
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
 
 
SWIFTCURRENT OFFSHORE, LTD.
  
     
 
By: Bridger Management, LLC, its
  
 
       investment manager
  
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
     
 
SWIFTCURRENT OFFSHORE MASTER, LTD.
  
     
 
By: Bridger Management, LLC, its
  
 
       investment manager
  
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX

Exhibit I:    Joint Filing Statement Pursuant to Rule 13d-1(k)

 
 
 
Exhibit I

JOINT FILING STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED:  April 7, 2015
 
 
BRIDGER MANAGEMENT, LLC
 
  
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Individually
  
     
 
 
BRIDGER CAPITAL, LLC
 
  
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
     
 
SWIFTCURRENT PARTNERS, L.P.
  
     
 
By: Bridger Capital, LLC, its
  
 
General Partner
  
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
 
SWIFTCURRENT OFFSHORE, LTD.
  
     
 
By: Bridger Management, LLC, its
  
 
investment manager
  
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
     
 
SWIFTCURRENT OFFSHORE MASTER, LTD.
  
     
 
By: Bridger Management, LLC, its
  
 
investment manager
  
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member