RGDXQ Response Genetics Inc (CE)

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 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.

See Item 7 on the cover page(s) hereto.

See Item 8 on the cover page(s) hereto.

See Item 9 on the cover page(s) hereto.

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:

(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 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

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.

EXHIBIT INDEX