SEC Form 4 · accession 0001140361-15-042073
RESPONSE GENETICS INC · RGDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SWIFTCURRENT OFFSHORE, LTD.
10% Owner
BRIDGER MANAGEMENT, LLC
10% Owner
Roberto Mignone
10% Owner
Swiftcurrent Offshore Master, Ltd.
10% Owner
Period of report
Nov 13, 2015
Accepted (ET)
Nov 17, 2015 · 5:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001124608
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1,F2,F3 | Nov 13, 2015 | D | 547,100 | $0.00 | D | 2,056,900 | I | See footnotes |
| Common Stock, $0.01 par value per shareF1,F5,F3 | Nov 13, 2015 | D | 47,900 | $0.00 | D | 3,258,100 | I | See footnotes |
| Common Stock, $0.01 par value per shareF4,F2,F3 | Nov 16, 2015 | D | 116,095 | $0.00 | D | 1,940,805 | I | See footnotes |
| Common Stock, $0.01 par value per shareF4,F5,F3,F6 | Nov 16, 2015 | D | 183,905 | $0.00 | D | 3,074,195 | I | See footnotes |
| Common Stock, $0.01 par value per shareF7,F2,F3 | Nov 17, 2015 | D | 147,060 | $0.00 | D | 1,793,745 | I | See footnotes |
| Common Stock, $0.01 par value per shareF7,F5,F3,F6 | Nov 17, 2015 | D | 232,940 | $0.00 | D | 2,841,255 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F8,F9,F3 | $0.37 | holding | — | — | — | Apr 3, 2015 | Apr 3, 2021 | Common Stock | 744,595 | 744,595 | I |
| Warrants (right to buy)F10,F3 | $0.37 | holding | — | — | — | Apr 3, 2015 | Apr 3, 2021 | Common Stock | 606,757 | 606,757 | I |
Explanation of responses
- F1The 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.
- F10These 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.
- F2These 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.
- F3Each 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.
- F4The 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.
- F5These 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.
- F6As 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.
- F7The 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.
- F8These 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.
- F9Swiftcurrent 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.