Sec Form 4 Filing - BRIDGER MANAGEMENT, LLC @ RESPONSE GENETICS INC - 2015-11-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BRIDGER MANAGEMENT, LLC
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)
(Last) (First) (Middle)
90 PARK AVENUE, 40TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2015
(Street)
NEW YORK, NY10016
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/10/2015 D 60,000 D $ 0 ( 1 ) 2,634,000 ( 2 ) I ( 2 ) ( 3 ) See footnotes ( 2 ) ( 3 )
Common Stock, $0.01 par value per share 11/11/2015 D 30,000 D $ 0 ( 4 ) 2,604,000 ( 2 ) I ( 2 ) ( 3 ) See footnotes ( 2 ) ( 3 )
Common Stock, $0.01 par value per share 3,306,000 ( 5 ) I ( 3 ) ( 5 ) See footnotes ( 3 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 6 ) ( 7 ) I ( 3 ) ( 6 ) ( 7 ) See footnotes ( 3 ) ( 6 ) ( 7 )
Warrants (right to buy) $ 0.37 04/03/2015 04/03/2021 Common Stock 606,757 606,757 ( 8 ) I ( 3 ) ( 8 ) See footnotes ( 3 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRIDGER MANAGEMENT, LLC
90 PARK AVENUE, 40TH FLOOR
NEW YORK, NY10016
X
MIGNONE ROBERTO
90 PARK AVENUE, 40TH FLOOR
NEW YORK, NY10016
X
SWIFTCURRENT OFFSHORE, LTD.
90 PARK AVENUE, 40TH FLOOR
NEW YORK, NY10016
X
Swiftcurrent Offshore Master, Ltd.
90 PARK AVENUE, 40TH FLOOR
NEW YORK, NY10016
X
Signatures
/s/ Roberto Mignone, Managing Member of Bridger Management, LLC 11/12/2015
Signature of Reporting Person Date
/s/ Roberto Mignone 11/12/2015
Signature of Reporting Person Date
/s/ Roberto Mignone, Managing Member of Investment Adviser for Swiftcurrent Offshore, Ltd 11/12/2015
Signature of Reporting Person Date
/s/ Roberto Mignone, Managing Member of Investment Adviser for Swiftcurrent Offshore Master, Ltd 11/12/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 $0.0040 to $0.0042, 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.
( 2 )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.
( 3 )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.
( 4 )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 $0.0032 to $0.0037, 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.
( 5 )These securities are directly owned by Swiftcurrent Offshore Master, Ltd. and are included on this Form 4 for purposes of completeness. 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.
( 6 )These warrants are directly owned by Swiftcurrent Offshore Master, Ltd. and are 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 LP, as lenders. Pursuant to the Second Amended Credit Agreement, Swiftcurrent Offshore Master Ltd. provided the Issuer with a Term Loan Commitment of $551,000.
( 7 )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.
( 8 )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.

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