Sec Form 4 Filing - Becker Drapkin Management, L.P. @ RESPONSE GENETICS INC - 2012-05-16

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
Becker Drapkin Management, L.P.
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)
500 CRESCENT COURT, SUITE 230
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2012
(Street)
DALLAS, TX75201
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 05/16/2012 S 100,000 D $ 1.6 181,679 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 2,958,889 I See Footnotes ( 1 ) ( 2 ) ( 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 Nu mber of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Becker Drapkin Management, L.P.
500 CRESCENT COURT, SUITE 230
DALLAS, TX75201
X
BECKER DRAPKIN PARTNERS (QP), L.P.
500 CRESCENT COURT, SUITE 230
DALLAS, TX75201
X
BECKER DRAPKIN PARTNERS, L.P.
500 CRESCENT COURT, SUITE 230
DALLAS, TX75201
X
BC Advisors LLC
500 CRESCENT COURT, SUITE 230
DALLAS, TX75201
X
Becker Steven R
500 CRESCENT COURT, SUITE 230
DALLAS, TX75201
X
Drapkin Matthew A
500 CRESCENT COURT, SUITE 230
DALLAS, TX75201
X
Signatures
See Exhibit 99.1 05/18/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is jointly filed by and on behalf of each of Becker Drapkin Management, L.P. ("BD Management"), Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BC Advisors, LLC ("BC Advisors"), Steven R. Becker and Matthew A. Drapkin. QP Fund, LP Fund, Mr. Becker and Mr. Drapkin are the direct beneficial owners of the securities covered by this report. BD Management is the general partner of each of QP Fund and LP Fund and may be deemed to beneficially own securities owned by QP Fund and LP Fund. BC Advisors is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Mr. Becker and Mr. Drapkin are the controlling persons of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors.
( 2 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
( 3 )Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement 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, a member of a group with respect to the issuer or securities of the issuer.
( 4 )Represents shares directly beneficially owned by Mr. Becker.
( 5 )Represents (a) 2,485,934 shares directly beneficially owned by QP Fund, (b) 358,451 shares directly beneficially owned by LP Fund and (c) 114,504 shares directly beneficially owned by Mr. Drapkin.

Remarks:
Exhibit IndexExhibit 99.1 - Signatures (furnished herewith)Exhibit 99.2 - Joint Filer Information (furnished herewith)Exhibit 99.3 - Joint Filing Agreement (furnished herewith)

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