Sec Form 13G Filing - DSILVA COLLIN J filing for Precipio Inc. (PRPO) - 2006-02-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No. 89365K206

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Collin J. D’Silva

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

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
4,906,154(1)

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
4,906,154(1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,906,154(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
9.9%(2)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 89365K206

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Arthur P. D’Silva

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

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
310,846

6.

Shared Voting Power 
783,000(1)

7.

Sole Dispositive Power 
310,846

8.

Shared Dispositive Power
783,000(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,846

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
2.2%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 89365K206

Item 1.

(a)

Name of Issuer
Transgenomic, Inc. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices
12325 Emmet Street
Omaha, NE 68164

Item 2.

(a)

Name of Person Filing
This statement is filed by:

(i)    Collin J. D’Silva, individually and as trustee for the Arthur P. D’Silva Trust; and

(ii)   Arthur P. D’Silva, individually and as co-trustee for the Cecilia F. D’Silva Residuary Trust.

(b)

Address of Principal Business Office or, if none, Residence

(i)            Collin J. D’Silva:  Transgenomic, Inc., 12325 Emmet Street, Omaha, NE 68164.

(ii)           Arthur P. D’Silva:  c/o Collin J. D’Silva, Transgenomic, Inc., 12325 Emmet Street, Omaha, NE 68164.

(c)

Citizenship

(i)            United States of America and (ii)  United States of America

(d)

Title of Class of Securities
Common Stock, par value $.01 per share

(e)

CUSIP Number
89365K 20 6

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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

CUSIP No. 89365K206

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(a)-(c)     Information concerning the amount and percentage of shares of the Company’s common stock beneficially owned by each reporting person is set forth below and is based upon 49,182,121 shares of the Company’s common stock outstanding as of December 31, 2005.

Reporting Person

Sole
Voting Power

Sole
Dispositive Power

Shared
Voting Power

Shared
Dispositive
Power

Aggregate
Beneficial
Ownership

Percentage of
Outstanding
Shares of
Common
Stock

Collin J. D’Silva

4,906,154

(1)

4,906,154

(1)

0

0

4,906,154

(1)

9.9

%(2)

Arthur P. D’Silva

310,846

310,846

783,000

(3)

783,000

(3)

1,093,846

(3)

2.2

%

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

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   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The Arthur P. D’Silva Trust owns 1,400,000 shares of common stock of Transgenomic, Inc., 2.8% of the outstanding common stock of the Company, which trust is entitled to receive any dividends or distributions on, or proceeds from the sale of, such securities. The beneficiaries of the trust include Collin J. D’Silva and his two adult brothers, and none of the beneficiaries of the trust would be considered a beneficial owner of more than five percent of the class of securities solely by virtue of their interest in the trust. Collin J. D’Silva, as the sole trustee of the Arthur P. D’Silva Trust, has sole power to vote and dispose of the 1,400,000 shares owned by the trust, and such shares have been included in calculating the number of shares beneficially owned by Collin J.D’Silva.

D’Silva LLC owns 484,616 shares of common stock of Transgenomic, Inc., 1.0% of the outstanding common stock of the Company, and is entitled to receive dividends or distributions on, or proceeds from the sale of, such securities. Collin J. D’Silva is the managing member of

CUSIP No. 89365K206

D’Silva LLC and, as such, has the sole power to vote and dispose of the 484,616 shares owned by D’Silva LLC, and such shares have been included in calculating the number of shares beneficially owned by Collin J. D’Silva.

The Cecilia F. D’Silva Residuary Trust owns 783,000 shares of common stock of  Transgenomic, Inc., 1.6% of the outstanding common stock of the Company, which trust is entitled to receive any dividends or distributions on, or proceeds from the sale of, such securities.

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

See Exhibit 99(1) to Schedule 13G filed on February 14, 2001.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

CUSIP No. 89365K206

Dated:  February 16, 2006

/s/ Collin J. D’Silva

Collin J. D’Silva

Arthur P. D’Silva*

*By Collin J. D’Silva as attorney-in-fact for

Arthur P. D’Silva pursuant to Power of Attorney

attached to Schedule 13G filed on February 14, 2001.

/s/ Collin J. D’Silva

Collin J. D’Silva, attorney-in-fact