RESPONSE GENETICS, INC.
|
Common Stock, par value $0.01 per share
|
76123U105
|
November 18, 2015
|
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
1,351,352(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
1,351,352(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,351,352(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)
3.4%(2)
|
|
12
|
TYPE OF REPORTING PERSON*
IA
|
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
1,351,352(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
1,351,352(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,351,352(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)
3.4%(2)
|
|
12
|
TYPE OF REPORTING PERSON*
IN
|
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
606,757(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
606,757(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,757(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)
1.5%(2)
|
|
12
|
TYPE OF REPORTING PERSON*
OO
|
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
606,757(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
606,757(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,757(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)
1.5%(2)
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
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
744,595(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
744,595(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,595(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)
1.9%(2)
|
|
12
|
TYPE OF REPORTING PERSON*
CO
|
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
744,595(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
744,595(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,595(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)
1.9%(2)
|
|
12
|
TYPE OF REPORTING PERSON*
CO
|
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.
|
This Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons"):
|
|
Bridger Management, LLC, a Delaware limited liability company, 90 Park Avenue, 40th Floor, New York, NY 10016
|
|
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
|
|
Mr. Roberto Mignone ("Mr. Mignone"), 90 Park Avenue, 40th Floor, New York, NY 10016. Mr. Mignone is a United States citizen.
|
|
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 November 20, 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 warrants 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 warrants 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 warrants reported herein.
|
|
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 [X].
|
|
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.
|
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
|
|||
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
|
|||