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
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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*
BRIDGER MANAGEMENT, LLC

(Last) (First) (Middle)
90 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10016

(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)
11/18/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.01 par value per share 11/18/2015 D 1,793,745(1) D $0.00(2) 0 I(1)(4) See footnotes(1)(4)
Common Stock, $0.01 par value per share 11/18/2015 D 2,841,255(3) D $0.00(2) 0 I(3)(4) See footnotes(3)(4)
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
Warrants (right to buy) $0.37 04/03/2015 04/03/2021 Common Stock 744,595 744,595(5)(6) I(4)(5)(6) See footnotes(4)(5)(6)
Warrants (right to buy) $0.37 04/03/2015 04/03/2021 Common Stock 606,757 606,757(7) I(4)(7) See footnotes(4)(7)
1. Name and Address of Reporting Person*
BRIDGER MANAGEMENT, LLC

(Last) (First) (Middle)
90 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MIGNONE ROBERTO

(Last) (First) (Middle)
90 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SWIFTCURRENT OFFSHORE, LTD.

(Last) (First) (Middle)
90 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Swiftcurrent Offshore Master, Ltd.

(Last) (First) (Middle)
90 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities were previously owned directly by Swiftcurrent Partners L.P. Bridger Management, LLC is the investment adviser to Swiftcurrent Partners L.P. Mr. Mignone is the managing member of Bridger Management, LLC. Prior to the disposition reflected in this Form 4 filing, each of Bridger Management, LLC and Mr. Mignone may have been deemed to share beneficial ownership of the securities owned by Swiftcurrent Partners L.P.
2. The price reported in Column 4 is a weighted average price, rounded to the nearest whole cent. The shares reported in Column 4 were sold in multiple transactions at prices ranging from $0.0003 to $0.0006, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
3. These securities were previously owned directly by Swiftcurrent Offshore Master, Ltd. Swiftcurrent Offshore Ltd. invests substantially all of its assets in Swiftcurrent Offshore Master, Ltd. and, prior to the disposition reflected in this Form 4 filing, may have been deemed to share beneficial ownership of the securities owned by Swiftcurrent Offshore Master, Ltd. Bridger Management, LLC is the investment adviser to Swiftcurrent Offshore Master, Ltd. Mr. Mignone is the managing member of Bridger Management, LLC. Prior to the disposition reflected in this Form 4 filing, each of Bridger Management, LLC and Mr. Mignone may have been deemed to share beneficial ownership of the securities owned by Swiftcurrent Offshore Master, Ltd.
4. Each reporting person and entity named herein disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein and this report shall not be deemed an admission that the reporting person or any entity named herein is the beneficial owner of the securities for purposes of Section 16, or for any other purpose.
5. These warrants are directly owned by Swiftcurrent Offshore Master, Ltd. and included on this Form 4 for purposes of completeness. The warrants were acquired 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 lenders. Pursuant to the Second Amended Credit Agreement, Swiftcurrent Offshore Master Ltd. provided the Issuer with a Term Loan Commitment of $551,000.
6. Swiftcurrent Offshore Ltd. invests substantially all of its assets in Swiftcurrent Offshore Master, Ltd. and may be deemed to share beneficial ownership of the warrants owned by Swiftcurrent Offshore Master, Ltd. Bridger Management, LLC is the investment adviser to Swiftcurrent Offshore Master, Ltd. Mr. Mignone is the managing member of Bridger Management, LLC. Each of Bridger Management, LLC and Mr. Mignone may be deemed to share beneficial ownership of the warrants owned by Swiftcurrent Offshore Master, Ltd.
7. These warrants are directly owned by Swiftcurrent Partners L.P. and included on this Form 4 for purposes of completeness. The warrants were acquired in connection with the Second Amended Credit Agreement, pursuant to which Swiftcurrent Partners L.P. provided the Issuer with a Term Loan Commitment of $449,000. Bridger Management, LLC is the investment adviser to Swiftcurrent Partners L.P. Mr. Mignone is the managing member of Bridger Management, LLC. Each of Bridger Management, LLC and Mr. Mignone may be deemed to share beneficial ownership of the warrants owned by Swiftcurrent Partners L.P.
Remarks:
/s/ Roberto Mignone, Managing Member of Bridger Management, LLC 11/20/2015
/s/ Roberto Mignone 11/20/2015
/s/ Roberto Mignone, Managing Member of Investment Adviser for Swiftcurrent Offshore, Ltd 11/20/2015
/s/ Roberto Mignone, Managing Member of Investment Adviser for Swiftcurrent Offshore Master, Ltd 11/20/2015
** Signature of Reporting Person Date
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