Precipio, Inc. — Major Shareholding Notification 2009

Mar 13, 2009

SC 13G/A 1 a09-7647_1sc13ga.htm SC 13G/A

| SECURITIES

AND EXCHANGE COMMISSION
Washington,
D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b) (Amendment No. 2)(1)

Transgenomic, Inc.

(Name of Issuer)

Common Stock $0.01 Par Value

(Title of Class of Securities)

89365K206

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

(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 the disclosures provided in a prior cover page.

The information required in 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 (the “Act”) 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. 89365K206 — 1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) David M. Knott
2.	Check the Appropriate Box
if a Member of a Group*
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power: 4,677,846
	6.	Shared Voting Power: 237,900
	7.	Sole Dispositive Power: 4,976,846
	8.	Shared Dispositive Power: 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person: 4,976,846
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares* o
11.	Percent of Class
Represented by Amount in Row 9 9.9%
12.	Type of Reporting Person* IN

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CUSIP No. 89365K206 — 1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) Dorset Management Corporation 11-2873658
2.	Check the Appropriate Box
if a Member of a Group*
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power: 4,677,846
	6.	Shared Voting Power: 237,900
	7.	Sole Dispositive Power: 4,976,846
	8.	Shared Dispositive Power: 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person: 4,976,846
10.	Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares* o
11.	Percent of Class
Represented by Amount in Row 9 9.9%
12.	Type of Reporting Person* CO

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| Item 1(a) — Item 1(b) | | Name of Issuer: — Address of Issuer’s Principal Executive Offices: | | | --- | --- | --- | --- | | Item 2(a) | | Name of Person(s) Filing: | | | Item 2(b) | | Address of Principal Business Office or, if none, Residence: | | | Item 2(c) | | Citizenship or Place of Organization | | | Item 2(d) | | Title of Class of Securities: | | | Item 2(e) | | CUSIP Number: | | | Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | | | | | (a) | o | Broker or dealer registered under Section 15 of the Exchange Act; | | | (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act; | | | (c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | | | (d) | o | Investment company registered under Section 8 of the Investment Company Act; | | | (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | | | (f) | o | An employee benefit plan, or endowment fund in accordance with rule 13d-1(b)(l)(ii)(F); | | | (g) | o | A parent holding company, or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); | | | (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | | | (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | | | (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |

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Item 4	Ownership:
	David M. Knott; Dorset Management Corporation See Rows 5 through 9 and 11 on pages 2 and 3. The percentages of class reported on Row 11 on pages 2 and 3 are
based on 49,190,000 shares of Common Stock of the Issuer outstanding as of
October 31, 2008 as reported to the Reporting Persons by the Issuer, plus 1,065,000
shares of Common Stock issuable pursuant to warrants held by the Reporting
Persons. The Common Stock reported in this Schedule 13G does not include 519,158
shares of Common Stock issuable upon the exercise of warrants held by the
Reporting Persons. Such warrants held
by the Reporting Persons are subject to a conversion cap that precludes the
holder thereof from exercising such warrants to the extent that the holder
would, after such exercise, beneficially own (as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended) in
excess of 9.9% of the Common Stock outstanding.
Item 5	Ownership of Five Percent or Less
of a Class
Item 6	Ownership of More than Five Percent
on Behalf of Another Person
Item 7	Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company
Item 8	Identification and Classification
of Members of the Group
Item 9	Notice of Dissolution of Group

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Item 10
By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and
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.

March 13, 2009
Date
/s/
David M. Knott
David M. Knott
DORSET MANAGEMENT CORPORATION
By:	/s/ David M.
Knott
David M. Knott, President

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