Biocept (BIOCQ) Form 3 BIOCEPT / Bin Li ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ally Bridge LB Healthcare Master Fund Ltd

(Last) (First) (Middle)

UNIT 1602, 16/F, WHEELOCK HOUSE

20 PEDDER STREET, CENTRAL

(Street)

HONG KONG

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2017

3. Issuer Name and Ticker or Trading Symbol
BIOCEPT INC [ BIOC ]

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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(1)(2)	3,147,667	D

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: 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(1)(2)	(3)	(4)	Common Stock	1,434,639	1.5	D

1. Name and Address of Reporting Person^*

Ally Bridge LB Healthcare Master Fund Ltd

(Last) (First) (Middle)

UNIT 1602, 16/F, WHEELOCK HOUSE

20 PEDDER STREET, CENTRAL

(Street)

HONG KONG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ally Bridge LB Management Ltd

(Last) (First) (Middle)

UNIT 1602, 16/F, WHEELOCK HOUSE

20 PEDDER STREET, CENTRAL

(Street)

HONG KONG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yu Fan

(Last) (First) (Middle)

UNIT 3002-3004,30TH FLR,GLOUCESTER TOWER

THE LANDMARK,15 QUEENS ROAD CENTRAL

(Street)

HONG KONG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Li Bin

(Last) (First) (Middle)

UNIT 1602, 16/F, WHEELOCK HOUSE

20 PEDDER STREET, CENTRAL

(Street)

HONG KONG

(City) (State) (Zip)

Explanation of Responses:

1. Ally Bridge LB Healthcare Master Fund Limited (the "Master Fund") directly holds the Common Stock and Warrant. Ally Bridge LB Management Limited ("LB Management") owns the sole voting share of the Master Fund. Mr. Fan Yu and Mr. Bin Li are the shareholders and directors of LB Management. LB Management, by virtue of it being the holder of the sole voting share of the Master Fund, and each of Mr. Yu and Mr. Li, by virtue of being a shareholder and director of LB Management, may be deemed to have voting control and investment discretion over the shares held by the Master Fund. Each of LB Management, Mr. Yu and Mr. Li disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any. This Form 3 shall not be deemed an admission that any of them are the beneficial owners of, or have any pecuniary interest in, such securities for any purposes.

2. (Continued from Footnote 1) By virtue of the transactions described in that certain statement on Schedule 13D/A filed on August 17, 2017, by the Reporting Persons, pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may, based on facts described elsewhere in the Schedule 13D/A, be considered to be a "group"; however, neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by such persons that such a group exists.

3. The Warrants are exercisable at any time after their original issuance.

4. The Warrants will expire five years from the date of their original issuance.

Remarks:

	Ally Bridge LB Healthcare Master Fund Limited, /s/ Bin Li, Director	08/17/2017
	Ally Bridge LB Management Limited, /s/ Bin Li, Director	08/17/2017
	/s/ Fan Yu	08/17/2017
	/s/ Bin Li	08/17/2017
	** Signature of Reporting Person	Date
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