CUSIP No. 76123U105
(1) Names of Reporting Persons. I.R.S. Identification Nos. of
Above Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a)___ b)___
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
3,786,979**
(6) Shared Voting Power: 0**
(7) Sole Dispositive Power:
3,786,979**
(8) Shared Dispositive Power: 0**
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,786,979**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11) Percent of Class Represented by Amount in Row (9): 9.8%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware Corporation (?AWM?), is the
investment adviser to Special Situations Cayman Fund, L.P. (?CAYMAN?),
Special Situations Fund III QP, L.P. (?SSFQP?) and Special Situations
Life Sciences Fund, L.P. (?SSLS?) (CAYMAN, SSFQP and SSLS will
hereafter be referred to as the ?Funds?). As the investment adviser
to the Funds, AWM holds sole voting and investment power over 980,102
shares of Common Stock of the Issuer (the ?Shares?) held by CAYMAN,
1,492,546 Shares held by SSFQP and 1,314,331 Shares held by SSLS.
Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?) and Adam
C. Stettner (?Stettner?) previously reported the Shares held by the
Funds on Schedule 13G. Accordingly, reference should be made to
Marxe, Greenhouse and Stettner (CIK #0001044321) for any prior filings
with the Securities and Exchange Commission relating to the Shares
held by each of the Funds. See Items 2 and 4 of this Schedule for
additional information.
Item 1(a). Name Of Issuer: Response Genetics, Inc.
Item 1(b). Address of Issuer?s Principal Executive Offices:
1640 Marengo Street
Los Angeles, CA 90033
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (?AWM?), which is the investment adviser
to Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (?CAYMAN?), Special Situations Fund III QP,
L.P., a Delaware limited partnership (?SSFQP?) and Special
Situations Life Sciences Fund, L.P., a Delaware limited
partnership (?SSLS?) (CAYMAN, SSFQP and SSLS will hereafter be
referred to as the ?Funds?). The principal business of each
Fund is to invest in equity and equity-related securities and
other securities of any kind or nature.
Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?)
and Adam C. Stettner (?Stettner?) are members of: SSCayman,
L.L.C., a Delaware limited liability company (?SSCAY?), the
general partner of CAYMAN; MGP Advisers Limited Partnership, a
Delaware limited partnership (?MGP?) the general partner of
SSFQP and LS Advisers, L.L.C., a New York limited liability
company (?LS?), the general partner of SSLS. Marxe, Greenhouse
and Stettner are also controlling principals of AWM.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c). Citizenship: AWM is a Delaware Corporation.
Item 2(d). Title of Class of Securities: Common Stock, Par
Value $.01
Item 2(e). CUSIP No.: 76123U105
Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 3,786,979**
(b) Percent of Class: 9.8%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 3,786,979**
(ii) shared power to vote or to direct the vote: 0**
(iii) sole power to dispose or to direct the disposition of:
3,786,979**
(iv) shared power to dispose or to direct the disposition
of: 0**
______________________________________________________________________
** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 980,102 shares of Common Stock of the Issuer (the ?Shares?)
held by CAYMAN, 1,492,546 Shares held by SSFQP and 1,314,331 Shares
held by SSLS. Marxe, Greenhouse and Stettner are members of: SSCAY,
the general partner of CAYMAN; MGP, the general partner of SSFQP; and
LS, the general partner of SSLS. Marxe, Greenhouse and Stettner are
also controlling principals of AWM. Marxe, Greenhouse and Stettner
previously reported the Shares held by the Funds on Schedule 13G.
Accordingly, reference should be made to Marxe, Greenhouse and
Stettner (CIK #0001044321) for any prior filings with the Securities
and Exchange Commission relating to the Shares held by each of the
Funds.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. ___
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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.
Dated: January 20, 2015
AWM INVESTMENT COMPANY, INC.
By:
Name: David M. Greenhouse
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
-5-
|