UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7) *
RESPONSE GENETICS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
76123U105
(CUSIP Number)
Becker Drapkin Management, L.P.
Attn: Steven R. Becker
Attn: Matthew A. Drapkin
500 Crescent Court, Suite 230
Dallas, Texas 75201
(214) 756-6016
With a copy to:
Taylor H. Wilson
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5615
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 3, 2014
(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 Rule 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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, as amended (the 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. 76123U105 |
1. | Names of Reporting Persons
Becker Drapkin Management, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
1,349,247 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
1,349,247 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,349,247 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
3.5% | |||||
14. | Type of Reporting Person (See Instructions)
IA, PN |
CUSIP No. 76123U105 |
1. | Names of Reporting Persons
Becker Drapkin Partners (QP), L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
1,198,126 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,198,126 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,126 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
3.1% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 76123U105 |
1. | Names of Reporting Persons
Becker Drapkin Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
151,121 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
151,121 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
151,121 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.4% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 76123U105 |
1. | Names of Reporting Persons
BC Advisors, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
1,349,247 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
1,349,247 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,349,247 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
3.5% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
CUSIP No. 76123U105 |
1. | Names of Reporting Persons
Steven R. Becker | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
PF, AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
181,679 | ||||
8. | Shared Voting Power
1,349,247 | |||||
9. | Sole Dispositive Power
181,679 | |||||
10. | Shared Dispositive Power
1,349,247 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,530,926 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
CUSIP No. 76123U105 |
1. | Names of Reporting Persons
Matthew A. Drapkin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
PF, AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
114,504 | ||||
8. | Shared Voting Power
1,349,247 | |||||
9. | Sole Dispositive Power
114,504 | |||||
10. | Shared Dispositive Power
1,349,247 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,463,751 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
3.8% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
This Amendment No. 7 to Schedule 13D (this Amendment) is filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the Common Stock, $0.01 par value (the Common Stock), of Response Genetics, Inc., a Delaware corporation (the Issuer), previously filed by the Reporting Persons with the Securities and Exchange Commission (the Commission) on March 10, 2010, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed with the Commission on June 15, 2010, Amendment No. 2 to the Schedule 13D filed with the Commission on October 27, 2010, Amendment No. 3 to the Schedule 13D filed with the Commission on November 1, 2010, Amendment No. 4 to the Schedule 13D filed with the Commission on February 6, 2012, Amendment No. 5 to the Schedule 13D filed with the Commission on July 26, 2013, and Amendment No. 6 to the Schedule 13D filed with the Commission on February 14, 2014 (as amended, the Schedule 13D). This Amendment is filed to disclose changes to beneficial ownership as a result of the disposition of shares of Common Stock by the Reporting Persons. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. This Amendment constitutes an exit filing with respect to the Schedule 13D for the Reporting Persons.
Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
(b) | Number of shares as to which each Reporting Person has: |
(i) | sole power to vote or to direct the vote: |
See Item 7 on the cover page(s) hereto.
(ii) | shared power to vote or to direct the vote: |
See Item 8 on the cover page(s) hereto.
(iii) | sole power to dispose or to direct the disposition of: |
See Item 9 on the cover page(s) hereto.
(iv) | shared power to dispose or to direct the disposition of: |
See Item 10 on the cover page(s) hereto.
Becker Drapkin QP and Becker Drapkin LP (collectively, the Becker Drapkin Funds), along with Mr. Becker and Mr. Drapkin, are the record and direct beneficial owners of the securities covered by this Schedule 13D.
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin QP (the Becker Drapkin QP Shares). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin LP Shares, the Becker Shares and the Drapkin Shares.
Becker Drapkin LP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin LP (the Becker Drapkin LP Shares). Becker Drapkin LP disclaims beneficial ownership of the Becker Drapkin QP Shares, the Becker Shares and the Drapkin Shares.
The Becker Drapkin QP Shares and Becker Drapkin LP Shares are collectively referred to herein as the Becker Drapkin Funds Shares.
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management does not own any shares of Common Stock directly and disclaims beneficial ownership of the Becker Drapkin Funds Shares, the Becker Shares and the Drapkin Shares.
As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management. BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BD Management, Mr. Becker or Mr. Drapkin.
Mr. Becker has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Mr. Becker (the Becker Shares). Mr. Drapkin has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Mr. Drapkin (the Drapkin Shares). As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA. Furthermore, Mr. Becker disclaims beneficial ownership of the Drapkin Shares, and Mr. Drapkin disclaims beneficial ownership of the Becker Shares.
As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.
(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:
Transaction Date |
Effecting Person(s) |
Shares Acquired |
Shares Disposed |
Price Per Share |
Description of Transaction |
|||||||||||||
04/03/2014 |
Becker Drapkin QP | 537,186 | $ | 1.4804 | (1) | Open Market Transaction | ||||||||||||
04/03/2014 |
Becker Drapkin LP | 95,123 | $ | 1.4804 | (1) | Open Market Transaction | ||||||||||||
04/04/2014 |
Becker Drapkin QP | 35,116 | $ | 1.4646 | (1) | Open Market Transaction | ||||||||||||
04/04/2014 |
Becker Drapkin LP | 6,218 | $ | 1.4646 | (1) | Open Market Transaction |
(1) | Excludes commission of $0.015 per share. |
(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the shares of Common Stock on April 3, 2014.
Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The following exhibits are filed as exhibits hereto:
Exhibit |
Description of Exhibit | |
24.1 | Power of Attorney, dated October 26, 2010, signed by Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated herein by reference to Exhibit 24.1 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Commission on October 27, 2010) | |
99.1 | Joint Filing Agreement, dated October 27, 2010, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated herein by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Commission on October 27, 2010) | |
99.2 | Form of Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Commission on February 6, 2012) | |
99.3 | Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer with the Commission on February 6, 2012) |
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.
Date: April 4, 2014 |
BECKER DRAPKIN MANAGEMENT, L.P. | |||||
By: | BC Advisors, LLC, | |||||
its general partner | ||||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BECKER DRAPKIN PARTNERS (QP), L.P. | ||||||
By: | Becker Drapkin Management, L.P., | |||||
its general partner | ||||||
By: | BC Advisors, LLC, | |||||
its general partner | ||||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BECKER DRAPKIN PARTNERS, L.P. | ||||||
By: | Becker Drapkin Management, L.P., | |||||
its general partner | ||||||
By: | BC Advisors, LLC, | |||||
its general partner | ||||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
BC ADVISORS, LLC | ||||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
STEVEN R. BECKER | ||||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact | |||||
MATTHEW A. DRAPKIN | ||||||
By: | /s/ Ashley Sekimoto | |||||
Name: | Ashley Sekimoto | |||||
Title: | Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
24.1 | Power of Attorney, dated October 26, 2010, signed by Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated herein by reference to Exhibit 24.1 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Commission on October 27, 2010) | |
99.1 | Joint Filing Agreement, dated October 27, 2010, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (incorporated herein by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Commission on October 27, 2010) | |
99.2 | Form of Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Commission on February 6, 2012) | |
99.3 | Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer with the Commission on February 6, 2012) |