0001140361-15-042073.txt : 20151117 0001140361-15-042073.hdr.sgml : 20151117 20151117174950 ACCESSION NUMBER: 0001140361-15-042073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151113 FILED AS OF DATE: 20151117 DATE AS OF CHANGE: 20151117 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIGNONE ROBERTO CENTRAL INDEX KEY: 0001258394 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33509 FILM NUMBER: 151239131 MAIL ADDRESS: STREET 1: C/O BRIDGER MANAGEMENT, LLC. STREET 2: 90 PARK AVENUE, 40TH FL. CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRIDGER MANAGEMENT, LLC CENTRAL INDEX KEY: 0001166309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33509 FILM NUMBER: 151239132 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 NAME: FORMER CONFORMED NAME: BRIDGER MANAGEMENT LLC DATE OF NAME CHANGE: 20020130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swiftcurrent Offshore Master, Ltd. CENTRAL INDEX KEY: 0001639358 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33509 FILM NUMBER: 151239133 BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-984-2125 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SWIFTCURRENT OFFSHORE, LTD. CENTRAL INDEX KEY: 0001124973 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33509 FILM NUMBER: 151239134 BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212 984 2125 MAIL ADDRESS: STREET 1: 90 PARK AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER NAME: FORMER CONFORMED NAME: SWIFTCURRENT OFFSHORE LTD. DATE OF NAME CHANGE: 20090318 FORMER NAME: FORMER CONFORMED NAME: SWIFTCURRENT OFFSHORE LTD DATE OF NAME CHANGE: 20000927 4 1 doc1.xml FORM 4 X0306 4 2015-11-13 0 0001124608 RESPONSE GENETICS INC RGDX 0001166309 BRIDGER MANAGEMENT, LLC 90 PARK AVENUE, 40TH FLOOR NEW YORK NY 10016 0 0 1 0 0001258394 MIGNONE ROBERTO 90 PARK AVENUE, 40TH FLOOR NEW YORK NY 10016 0 0 1 0 0001124973 SWIFTCURRENT OFFSHORE, LTD. 90 PARK AVENUE, 40TH FLOOR NEW YORK NY 10016 0 0 1 0 0001639358 Swiftcurrent Offshore Master, Ltd. 90 PARK AVENUE, 40TH FLOOR NEW YORK NY 10016 0 0 1 0 Common Stock, $0.01 par value per share 2015-11-13 4 D 0 547100 0.00 D 2056900 I See footnotes Common Stock, $0.01 par value per share 2015-11-13 4 D 0 47900 0.00 D 3258100 I See footnotes Common Stock, $0.01 par value per share 2015-11-16 4 D 0 116095 0.00 D 1940805 I See footnotes Common Stock, $0.01 par value per share 2015-11-16 4 D 0 183905 0.00 D 3074195 I See footnotes Common Stock, $0.01 par value per share 2015-11-17 4 D 0 147060 0.00 D 1793745 I See footnotes Common Stock, $0.01 par value per share 2015-11-17 4 D 0 232940 0.00 D 2841255 I See footnotes Warrants (right to buy) 0.37 2015-04-03 2021-04-03 Common Stock 744595 744595 I See footnotes Warrants (right to buy) 0.37 2015-04-03 2021-04-03 Common Stock 606757 606757 I See footnotes 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 $0.0015 to $0.0025, 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 (1) to this Form 4. These securities are directly owned 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. Each of Bridger Management, LLC and Mr. Mignone may be deemed to share beneficial ownership of the securities owned by Swiftcurrent Partners L.P. 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. 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 $0.0011 to $0.0015, 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 (4) to this Form 4. These securities are directly owned by Swiftcurrent Offshore Master, Ltd. Swiftcurrent Offshore Ltd. invests substantially all of its assets in Swiftcurrent Offshore Master, Ltd. and may be 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. Each of Bridger Management, LLC and Mr. Mignone may be deemed to share beneficial ownership of the securities owned by Swiftcurrent Offshore Master, Ltd. As of the November 16, 2015 disposition of common stock by Swiftcurrent Offshore Master, Ltd. reported in this Form 4, Swiftcurrent Offshore Master, Ltd. and Swiftcurrent Offshore Ltd. ceased to be Section 16 filers. The box on page one of this Form 4 is not checked because Bridger Management, LLC and Robert Mignone may remain subject to Section 16 as of the date of this filing. 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 $0.0008 to $0.0009, 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 (7) to this Form 4. 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. 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. 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. /s/ Roberto Mignone, Managing Member of Bridger Management, LLC 2015-11-17 /s/ Roberto Mignone 2015-11-17 /s/ Roberto Mignone, Managing Member of Investment Adviser for Swiftcurrent Offshore, Ltd 2015-11-17 /s/ Roberto Mignone, Managing Member of Investment Adviser for Swiftcurrent Offshore Master, Ltd 2015-11-17