sc13d09013007_03252016.htm

0000921895-16-003835.txt : 20160328 0000921895-16-003835.hdr.sgml : 20160328 20160325173810 ACCESSION NUMBER: 0000921895-16-003835 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160328 DATE AS OF CHANGE: 20160325 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Diadexus, Inc. CENTRAL INDEX KEY: 0001036968 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943236309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56525 FILM NUMBER: 161530224 BUSINESS ADDRESS: STREET 1: 349 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-246-6400 MAIL ADDRESS: STREET 1: 349 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: diaDexus, Inc. DATE OF NAME CHANGE: 20101102 FORMER COMPANY: FORMER CONFORMED NAME: VAXGEN INC DATE OF NAME CHANGE: 19990329 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meson Capital Partners LLC CENTRAL INDEX KEY: 0001535880 IRS NUMBER: 272906428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2687 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94115 BUSINESS PHONE: (607) 216-8905 MAIL ADDRESS: STREET 1: 2687 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94115 SC 13D 1 sc13d09013007_03252016.htm THE SCHEDULE 13D sc13d09013007_03252016.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

Diadexus, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

25245P 20 5

(CUSIP Number)

RYAN J. MORRIS

MESON CAPITAL PARTNERS LLC

One Sansome Street, Unit 1895

San Francisco, California 94965

(415) 322-0486

MICHAEL R. NEIDELL, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 23, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON MESON CAPITAL, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 33,732
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 33,732
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,732
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON MESON CAPITAL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 33,732
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 33,732
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,732
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON RYAN J. MORRIS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 33,732
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 33,732
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,732
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON THE EVANS DRIVE TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION MASSACHUSETTS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 66,581
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 66,581
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,581
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON WENDY E. REISMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 12,423
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 12,423
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,423
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON MARGARET P. ROACH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 25,566
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 25,566
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,566
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON BRIAN J. ROACH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC/AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 133,406
	8	SHARED VOTING POWER 37,989
	9	SOLE DISPOSITIVE POWER 133,406
	10	SHARED DISPOSITIVE POWER 37,989
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 171,395
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON MOHAMED ALKADY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 25245P 20 5

1	NAME OF REPORTING PERSON ARTHUR L. GOLDBERG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 25245P 20 5

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to the Common Stock, $0.01 par value (the “Shares”), of Diadexus, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 349 Oyster Point Boulevard, South San Francisco, California 94080.

Item 2.

Identity and Background.

(a) This statement is filed by:

(i)

Meson Capital, LP, a New York limited partnership (“Meson LP”);

(ii)

Meson Capital Partners LLC, a Delaware limited liability company (“Meson LLC”), as the general partner of Meson LP;

(iii)

Ryan J. Morris, as the managing member of Meson LLC, and as a nominee for the Board of Directors of the Issuer (the “Board”);

(iv)

The Evans Drive Trust, a Massachusetts trust (the “Drive Trust”);

(v)

Wendy E. Reisman;

(vi)

Margaret P. Roach;

(vii)

Brian J. Roach;

(viii)

Mohamed Alkady, as a nominee for the Board; and

(ix)

Arthur L. Goldberg, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The principal business address of each of Meson LP, Meson LLC and Ryan J. Morris is One Sansome Street, Unit 1895, San Francisco, California 94965. The principal business address of each of the Drive Trust, Ms. Reisman, and Mr. Roach is 12363 Skyline Blvd., Oakland, CA 94619. The principal business address of Ms. Roach is 108 Parker Street, Westwood, MA 02090. The principal business address of Mr. Alkady is 1515 E Orangewood Ave, Anaheim, CA 92805. The principal business address of Mr. Goldberg is 5600 Munhall Road, Suite 1009, Pittsburgh, PA 15217.

(c) The principal business of Meson LP is investing in securities. The principal business of Meson LLC is serving as the general partner of Meson LP. The principal occupation of Ryan J. Morris is serving as the managing member of Meson LLC. The principal business of the Drive Trust is investing in securities. The principal occupation of Mr. Roach is a private investor. Each of Ms. Reisman and Ms. Roach is not currently employed. The principal occupation of Mr. Alkady is serving as President of Hart, Inc., a medical software company utilizing technology to bridge the gap between patients and providers. The principal occupation of Mr. Goldberg is serving as Chief Financial Officer of Bellrock Controls, Inc., a technology company providing enterprise level operational intelligence for the healthcare sector.

CUSIP NO. 25245P 20 5

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Meson LP is organized under the laws of the State of New York. Meson LLC is organized under the laws of the State of Delaware. The Drive Trust is organized under the laws of the Commonwealth of Massachusetts. Mr. Morris is a citizen of Canada. Each of Messrs. Alkady, Goldberg, Roach and Ms. Reisman and Ms. Roach is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Meson LP, the Drive Trust, the Joint Account (defined below), Ms. Reisman, Ms. Roach and Mr. Roach were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.

The aggregate purchase price of the 33,732 Shares directly owned by Meson LP is approximately $96,333, including brokerage commissions.

The aggregate purchase price of the 66,581 Shares directly owned by the Drive Trust is approximately $475,628, including brokerage commissions.

The aggregate purchase price of the 11,340 Shares directly owned by the Brian J. Roach & Wendy E. Reisman joint account (the “Joint Account”) is approximately $62,759, including brokerage commissions.

The aggregate purchase price of the 1,083 Shares directly owned by Ms. Reisman is approximately $6,242, including brokerage commissions.

The aggregate purchase price of the 25,566 Shares directly owned by Ms. Roach is approximately $240,792, including brokerage commissions.

The aggregate purchase price of the 66,825 Shares directly owned by Mr. Roach is approximately $558,761, including brokerage commissions.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

CUSIP NO. 25245P 20 5

On March 11, 2016, Meson LP delivered a letter (the “Nomination Letter”) to the Issuer nominating a slate of three (3) highly qualified director candidates, Mohamed Alkady, Arthur L. Goldberg and Ryan J. Morris (the “Nominees”), for election to the Board at the Issuer’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”). On March 23, 2016, the Reporting Persons entered into the Joint Solicitation Agreement (as defined in Item 6 below) in which they agreed to form a group known as Concerned DDXS Shareholders for the purpose of soliciting proxies for the election of the Nominees at the 2016 Annual Meeting. Accordingly, the Reporting Persons have delivered to the Issuer a supplement to the Nomination Letter reflecting the execution of the Joint Solicitation Agreement.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, (i) continuing to engage in communications with management and the Board regarding ways to improve shareholder value, (ii) engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, (iii) making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), liquidation of the Issuer’s portfolio with a distribution of the proceeds to shareholders, or suggestions for improving the Issuer’s financial and/or operational performance, (iv) purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or (v) changing their intention with respect to any and all matters referred to in Item 4.

Item 5.

Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 4,100,060 Shares outstanding, which is the total number of Shares outstanding as of October 29, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2015.

Meson LP

(a)

As of the close of business on March 25, 2016, Meson LP beneficially owned 33,732 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 33,732

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 33,732

(c)

The transactions in the Shares by Meson LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 25245P 20 5

Meson LLC

(a)

Meson LLC, as the general partner of Meson LP, may be deemed the beneficial owner of the 33,732 Shares owned by Meson LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 33,732

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 33,732

(c)

Meson LLC has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Meson LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

C.	Mr. Morris

(a)

Mr. Morris, as the managing member of Meson LLC, may be deemed the beneficial owner of the 33,732 Shares owned by Meson LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 33,732

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 33,732

(c)

Mr. Morris has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Meson LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

D.	The Drive Trust

(a)

As of the close of business on March 25, 2016, the Drive Trust beneficially owned 66,581 Shares.

Percentage: Approximately 1.6%

(b)

1. Sole power to vote or direct vote: 66,581

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 66,581

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by the Drive Trust during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

E.	Ms. Reisman

(a)

As of the close of business on March 25, 2016, Ms. Reisman beneficially owned: (i) 1,083 Shares and (ii) 11,340 Shares held in the Joint Account.

Percentage: Less than 1%

CUSIP NO. 25245P 20 5

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 12,423

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 12,423

(c)

Ms. Reisman has not entered into any transactions in the Shares during the past sixty days.

Ms. Roach

(a)

As of the close of business on March 25, 2016, Ms. Roach beneficially owned 25,566 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 25,566

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 25,566

(c)

Ms. Roach has not entered into any transactions in the Shares during the past sixty days.

Mr. Roach

(a)

As of the close of business on March 25, 2016, Mr. Roach beneficially owned (i) 66,825 Shares and (ii) 11,340 Shares held in the Joint Account. Mr. Roach, as trustee to the Drive Trust, may be deemed the beneficial owner of the 66,581 Shares owned by the Drive Trust. Mr. Roach may also be deemed to beneficially own the (i) 1,083 Shares owned by Ms. Reisman, and (ii) 25,566 Shares owned by Ms. Roach.

Percentage: Approximately 4.2%

(b)

1. Sole power to vote or direct vote: 133,406

2. Shared power to vote or direct vote: 37,989

3. Sole power to dispose or direct the disposition: 133,406

4. Shared power to dispose or direct the disposition: 37,989

(c)

The transactions in the Shares by Mr. Roach and the Drive Trust during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

H.	Mr. Alkady

(a)

As of the close of business on March 25, 2016, Mr. Alkady did not own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Alkady has not entered into any transactions in the Shares during the past sixty days.

CUSIP NO. 25245P 20 5

I.	Mr. Goldberg

(a)

As of the close of business on March 25, 2016, Mr. Goldberg did not own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Goldberg has not entered into any transactions in the Shares during the past sixty days.

This statement reports an aggregate of 205,127 Shares, constituting approximately 5.0% of the Shares outstanding.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On March 23, 2016, the Reporting Persons entered into a Joint Filing and Solicitation Agreement (the “Joint Solicitation Agreement”) in which, among other things, the Reporting Persons agreed to (a) the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer and (b) solicit proxies for the election of the Nominees at the 2016 Annual Meeting. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

99.1

Joint Filing and Solicitation Agreement by and among Meson Capital, LP, Meson Capital Partners LLC, Ryan J. Morris, The Evans Drive Trust, Wendy E. Reisman, Margaret P. Roach, Brian J. Roach, Mohamed Alkady and Arthur L. Goldberg dated March 23, 2016.

99.2

Powers of Attorney.

CUSIP NO. 25245P 20 5

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2016

	MESON CAPITAL, LP

	By:	Meson Capital Partners LLC, General Partner

	By:	/s/ Ryan J. Morris
	Name:	Ryan J. Morris
	Title:	Managing Member

	MESON CAPITAL PARTNERS LLC

	By:	/s/ Ryan J. Morris
	Name:	Ryan J. Morris
	Title:	Managing Member


	/s/ Ryan J. Morris
	RYAN J. MORRIS

	/s/ Mohamed Alkady
	MOHAMED ALKADY

	/s/ Arthur L. Goldberg
	ARTHUR L. GOLDBERG

	THE EVANS DRIVE TRUST

	By:	/s/ Brian J. Roach
	Name:	Brian J. Roach
	Title:	Trustee


	/s/ Brian J. Roach
	BRIAN J. ROACH, Individually and as attorney-in-fact for Wendy E. Reisman and Margaret P. Roach

CUSIP NO. 25245P 20 5

SCHEDULE A

Transactions in the Shares of the Issuer During the Past 60 Days

Class of Security	Securities Purchased / (Sold)	Price ($)	Date of Purchase / Sale
MESON CAPITAL, LP
Common Stock	1,000	1.3300	03/03/2016
Common Stock	9,000	1.4262	03/04/2016
Common Stock	100	1.4900	03/07/2016
Common Stock	633	1.5000	03/08/2016
Common Stock	133	1.5000	03/11/2016
Common Stock	12,200	1.5372	03/18/2016

BRIAN J. ROACH
Common Stock	100	1.4600	03/16/2016
Common Stock	4,706	1.5000	03/16/2016

THE EVANS DRIVE TRUST

Common Stock	100	1.4100	02/10/2016
Common Stock	100	1.4400	02/10/2016
Common Stock	900	1.4500	02/10/2016

EX-99.1 2 ex991to13d09013007_03252016.htm JOINT FILING AND SOLICITATION AGREEMENT ex991to13d09013007_03252016.htm

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Diadexus, Inc., a Delaware corporation (the “Company”);

WHEREAS, (i) Meson Capital, LP, Meson Capital Partners LLC and Ryan J. Morris (“RJM”) (collectively, the “Meson Stockholders”), (ii) The Evans Drive Trust, Brian J. Roach (“BJR”), Wendy E. Reisman and Margaret P. Roach (collectively, the “Roach Stockholders”), and (iii) Arthur L. Goldberg and Mohamed Alkady, wish to form a group to be known as Concerned DDXS Shareholders (“Concerned DDXS Shareholders”) for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 23rd day of March 2016 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. If a controlled Affiliate (as defined in Rule 12b-2 under the Exchange Act) of any of the undersigned parties acquires any securities of the Company, such undersigned party shall cause such controlled Affiliate to agree in writing, for the benefit of all of the undersigned parties, to be subject to the terms of this Agreement as if it were a party hereto.

2. So long as this agreement is in effect, none of the parties shall purchase or sell securities of the Company or otherwise increase or decrease his/her/its economic exposure to securities of the Company without giving written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of his/her/its purchases or sales of securities (including derivative securities) of the Company or (ii) any securities (including derivative securities) of the Company over which he/she/it acquires or disposes of beneficial ownership. Notice shall be given on the same day of each such transaction.

3. Each of the undersigned agrees to form the Group to be known as Concerned DDXS Shareholders for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

4. Each of RJM and BJR shall have the right to pre-approve all expenses incurred in connection with the Group’s activities. The Meson Stockholders and the Roach Stockholders agree to pay directly all such pre-approved expenses as set forth on Exhibit A.

5. Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be subject to the prior review of each of the members of the Group. No such filing, press release or stockholder communication shall be made or issued without the approval of each of RJM and BJR, which approval shall not be unreasonably withheld. RJM shall be the contact person listed on the Group’s public filings.

6. Should any disagreement arise between or among any of the members of the Group concerning decisions to be made or actions to be taken in connection with the Group’s activities set forth in Section 3, including, but not limited to the activities identified in Section 5, RJM shall have the sole authority to resolve any such disagreement and make any such decisions or take any such actions in his sole discretion.

7. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.

8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9. In the event of any dispute arising out of the provisions of this Agreement or any of the parties’ investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York, County of New York.

10. The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the parties hereto. Notwithstanding anything to the contrary contained herein, this Agreement may be amended, without the written consent of each of the parties hereto, to add any person or entity as a party hereto, which shall become effective upon execution of an appropriate joinder agreement signed by such person or entity, RJM and BJR.

11. Any party hereto may terminate his/her/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Michael R. Neidell at Olshan, Fax No. (212) 451-2222.

12. Each party acknowledges that Olshan shall act as counsel for both the Group, each of the members of the Group and their respective Affiliates relating to their investment in the Company.

13. Each of the undersigned parties hereby agrees that this Agreement, excluding any exhibits, shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

	MESON CAPITAL, LP

	By:	Meson Capital Partners LLC, General Partner

	By:	/s/ Ryan J. Morris
	Name:	Ryan J. Morris
	Title:	Managing Member

	MESON CAPITAL PARTNERS LLC

	By:	/s/ Ryan J. Morris
	Name:	Ryan J. Morris
	Title:	Managing Member


	/s/ Ryan J. Morris
	RYAN J. MORRIS

	THE EVANS DRIVE TRUST

	By:	/s/ Brian J. Roach
	Name:	Brian J. Roach
	Title:	Trustee


	/s/ Brian J. Roach
	BRIAN J. ROACH


	/s/ Wendy E. Reisman
	WENDY E. REISMAN


	/s/ Margaret P. Roach
	MARGARET P. ROACH


	/s/ Arthur L. Goldberg
	ARTHUR L. GOLDBERG


	/s/ Mohamed Alkady
	MOHAMED ALKADY

EX-99.2 3 ex992to13d09013007_03252016.htm POWERS OF ATTORNEY ex992to13d09013007_03252016.htm

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Brian J. Roach, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Diadexus, Inc. (the “Company”) directly or indirectly beneficially owned by Meson Capital Partners LLC or any of its affiliates (collectively, the “Group”) and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2016 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of March 2016.

/s/ Wendy E. Reisman

WENDY E. REISMAN

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of March 2016.

/s/ Margaret P. Roach

MARGARET P. ROACH