XOTC:RPBID Insider Activity 3 Filing - 1/1/2012

Effective Date 1/1/2012

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ORBIMED ADVISORS LLC
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012
3. Issuer Name and Ticker or Trading Symbol
RESPONSE BIOMEDICAL CORP [RBM]
(Last)
(First)
(Middle)
601 LEXINGTON AVENUE, 54TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 50,793,675
I
See Footnotes(1)(2)(6)
Common Stock 483,671
I
See Footnotes(2)(3)
Common Stock 30,308,282
I
See Footnotes(2)(4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant 12/30/2011 12/30/2016 Common Stock 41,707,675 $0.0746(5) I See Footnotes(1)(2)(6)
Warrant 12/30/2011 12/30/2016 Common Stock 397,171 $0.0746(5) I See Footnotes(2)(3)
Warrant 12/30/2011 12/30/2016 Common Stock 24,919,282 $0.0746(5) I See Footnotes(2)(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY 10022
    X    
ISALY SAMUEL D
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022
    X    
OrbiMed Advisors Ltd
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022
    X    
ORBIMED ASIA GP, LP
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022
    X    
OrbiMed Capital GP III LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY 10022
    X    

Signatures

Samuel D. Isaly 01/10/2012
** Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares of Common Stock of the Issuer ("Shares") and warrants to purchase Shares ("Warrants") are directly owned by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors") and Samuel D. Isaly ("Isaly"). OrbiMed Capital is the sole general partner of OPI III. OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital. Pursuant to those relationships, OrbiMed Capital and OrbiMed Advisors have discretionary investment management authority with respect to the assets of OPI III. Such authority includes the power to vote and otherwise dispose of the securities held by OPI III. Isaly, a natural person, is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. (Continued in 6 footnote)
(2) This report on Form 3 is jointly filed by OrbiMed Capital, OrbiMed Advisors, Isaly, OrbiMed Advisors Limited ("OrbiMed Limited") and OrbiMed Asia GP, L.P. ("OrbiMed Asia"). Each of the reporting persons disclaims beneficial ownership of the Shares and Warrants reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The reporting persons have designated two representatives, currently David Wang, an employee of OrbiMed Advisors, and Peter Thompson, to serve on the Issuer's board of directors, each of whom disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
(3) These Shares and Warrants are directly owned by OrbiMed Associates III, LP ("OA III") and may be deemed to be indirectly beneficially owned by OrbiMed Advisors and Isaly. OrbiMed Advisors is the sole general partner of OA III, and Isaly is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly and OrbiMed Advisors share power to direct the vote and to direct the disposition of the securities held by OA III.
(4) These Shares and Warrants are directly owned by OrbiMed Asia Partners, L.P. ("OAP") and may be deemed to be indirectly beneficially owned by OrbiMed Asia and OrbiMed Limited. OrbiMed Asia is the sole general partner of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia. As a result, OrbiMed Asia has the power to direct the vote and to direct the disposition of the securities held by OAP and such power is exercised through OrbiMed Limited.
(5) Exercise prices shown are denominated in Canadian dollars.
(6) As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the disposition of the securities held by OPI III.
 
Remarks:
The Reporting Persons are filing this form in connection with the Issuer transitioning from foreign private issuer to full reporting status, effective January 1, 2012.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

XOTC:RPBID Insider Activity 3 Filling

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XOTC:RPBID Insider Activity 3 Filing - 1/1/2012
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