SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
Genoptix, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
37243V100
(CUSIP Number)
Jerome J. Lande
MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 37243V100 |
1. | NAMES OF REPORTING PERSONS......MMI Investments, L.P. | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | WC |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | o |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware |
NUMBER OF SHARES | 7. SOLE VOTING POWER | 286,000 |
BENEFICIALLY OWNED BY | 8. SHARED VOTING POWER | - 0 - |
EACH REPORTING | 9. SOLE DISPOSITIVE POWER | 286,000 |
PERSON WITH | 10. SHARED DISPOSITIVE POWER | - 0 - |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 286,000 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 1.6% |
14. | TYPE OF REPORTING PERSON | PN |
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| CUSIP No. 37243V100 |
1. | NAMES OF REPORTING PERSONS....MCM Capital Management, LLC | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | AF |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | o |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware |
NUMBER OF SHARES | 7. SOLE VOTING POWER | 286,000 |
BENEFICIALLY OWNED BY | 8. SHARED VOTING POWER | - 0 - |
EACH REPORTING | 9. SOLE DISPOSITIVE POWER | 286,000 |
PERSON WITH | 10. SHARED DISPOSITIVE POWER | - 0 - |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 286,000 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 1.6% |
14. | TYPE OF REPORTING PERSON | OO |
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| CUSIP No. 37243V100 |
1. | NAMES OF REPORTING PERSONS......Clay B. Lifflander | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | o |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | USA |
NUMBER OF SHARES | 7. SOLE VOTING POWER | - 0 -* |
BENEFICIALLY OWNED BY | 8. SHARED VOTING POWER | - 0 - |
EACH REPORTING | 9. SOLE DISPOSITIVE POWER | - 0 -* |
PERSON WITH | 10. SHARED DISPOSITIVE POWER | - 0 - |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | - 0 -* |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 0%* |
14. | TYPE OF REPORTING PERSON | IN |
* See Item 5. |
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| CUSIP No. 37243V100 |
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 286,000 Shares owned by MMI Investments is $8,237,028; the source of funds is MMI Investments' working capital.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated to read as follows:
(a)-(b) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 17,517,296 Shares outstanding as of April 30, 2010, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2010.
As of the close of business on June 18, 2010, MMI Investments directly owned 286,000 Shares, constituting approximately 1.6% of the Shares outstanding. MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this Statement. MCM does not directly own any Shares. However, by virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of MMI Investments with respect to such Shares. Mr. Lifflander does not directly own any Shares. However, as a member of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Lifflander may be deemed to beneficially own the Shares owned by MMI Investments. Mr. Lifflander disclaims beneficial ownership of such Shares, except to the extent of his pecuniary interest therein.
Except as described above, as of the date hereof, to each Reporting Person's knowledge, none of the persons listed on Schedule I owns any Shares or has any right to acquire, directly or indirectly, any beneficial ownership of Shares.
(c) Except for the open market purchases of Shares by MMI Investments set forth in Schedule II attached hereto and incorporated herein by reference, there have been no transactions with respect to the Shares during the past 60 days by MMI Investments, MCM or Mr. Lifflander, or, to each Reporting Person's knowledge, any of the persons listed on Schedule I.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
(e) As of June 17, 2010, the Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer.
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| CUSIP No. 37243V100 |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 18, 2010
| MMI INVESTMENTS, L.P. | ||
| By: | MCM Capital Management, LLC General Partner | |
| By: | /s/ JEROME J. LANDE | |
| Jerome J. Lande | ||
| Executive Vice President | ||
| MCM CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ JEROME J. LANDE | |
| Jerome J. Lande | ||
| Executive Vice President | ||
| /s/ CLAY B. LIFFLANDER | |
| Clay B. Lifflander |
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| CUSIP No. 37243V100 |
SCHEDULE II
Transactions in the Shares During the Past 60 Days
Shares of Common Stock Purchased / (Sold) | Price Per Share($) | Date of Purchase / Sale |
MMI Investments, L.P. | ||
| 80,000 | 25.96 | 5/24/2010 |
| 30,000 | 25.41 | 5/25/2010 |
(575,000) | 16.77 | 6/17/2010 |
| (275,000) | 16.77 | 6/18/2010 |
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