UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
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
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Biocept, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09072V402
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 (“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).
| CUSIP No. 09072V402 | Schedule 13G | Page 2 of 8 |
| 1. | Name of Reporting Persons:
Milestone Investments, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Alaska | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
37,643 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
37,643 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
37,643 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.9% (1) | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| (1) | Calculated based on the sum of 4,061,428 Common Shares (defined herein) outstanding as of November 7, 2018, according to the quarterly report on Form 10-Q filed with the SEC on November 14, 2018, and 18,333 Common Shares that are issuable upon the exercise of warrants (“Warrant Shares”). |
| CUSIP No. 09072V402 | Schedule 13G | Page 3 of 8 |
| 1. | Name of Reporting Persons:
Wicklow Capital, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group: (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
37,930 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
37,930 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
37,930 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.9% (1) | |||||
| 12. | Type of Reporting Person (See Instructions):
CO, HC | |||||
| (1) | Calculated based on the sum of 4,061,428 Common Shares outstanding as of November 7, 2018, according to the quarterly report on Form 10-Q filed with the SEC on November 14, 2018, and 18,333 Warrant Shares. |
| CUSIP No. 09072V402 | Schedule 13G | Page 4 of 8 |
| 1. | Name of Reporting Persons:
Daniel V. Tierney 2003 Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
37,930 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
37,930 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
37,930 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.9% (1) | |||||
| 12. | Type of Reporting Person (See Instructions):
OO, HC | |||||
| (1) | Calculated based on the sum of 4,061,428 Common Shares outstanding as of November 7, 2018, according to the quarterly report on Form 10-Q filed with the SEC on November 14, 2018, and 18,333 Warrant Shares. |
| CUSIP No. 09072V402 | Schedule 13G | Page 5 of 8 |
| 1 | Name of Reporting Persons:
Daniel V. Tierney | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
37,930 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
37,930 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
37,930 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.9% (1) | |||||
| 12. | Type of Reporting Person (See Instructions):
IN, HC | |||||
| (1) | Calculated based on the sum of 4,061,428 Common Shares outstanding as of November 7, 2018, according to the quarterly report on Form 10-Q filed with the SEC on November 14, 2018, and 18,333 Warrant Shares. |
Item 1. | (a) | Name of Issuer
Biocept, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices: 5810 Nancy Ridge Drive San Diego, California 92121 | |||
Item 2. | (a) | Name of Person Filing
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
Milestone Investments, LP (“Milestone”) Wicklow Capital, Inc. (“Wicklow”) Daniel V. Tierney 2003 Trust (the “Trust”) Daniel V. Tierney (“Tierney”)
This Statement also relates to Common Shares owned by Clarence LP (“Clarence”). | ||
| (b) | Address of Principal Business Office 737 N. Michigan Ave., Suite 2100 Chicago, IL 60611 | ||
| (c) | Citizenship Milestone: Alaska Wicklow: Illinois Trust: United States Tierney: United States | ||
| (d) | Title of Class of Securities: Common Stock, par value $0.0001 per share (“Common Shares”) | ||
| (e) | CUSIP Number: 09072V402 | ||
Item 3. | Type of Filing. | |||
Not Applicable. | ||||
Item 4. | Ownership. | |||
Each of Wicklow, the Trust and Tierney may be deemed the beneficial owner of 37,930 Common Shares, which is approximately 0.9% of the Common Shares outstanding. This amount consists of (i) 19,310 Common Shares and 18,333 Warrant Shares directly held by Milestone, which is approximately 0.9% of the Common Shares outstanding, and (ii) 286 Common Shares directly held by Clarence, which is less than 0.1% of the Common Shares outstanding.
The foregoing percentages were calculated based on 4,061,428 Common Shares outstanding as of November 7, 2018, according to the quarterly report on Form10-Q filed with the SEC on November 14, 2018, plus, for each person except Clarence, 18,333 Warrant Shares.
Wicklow is the general partner of each of Milestone and Clarence. The Trust is the sole stockholder of Wicklow and the sole limited partner of each of Milestone and Clarence. Tierney is the trustee and sole beneficiary of the Trust and has sole voting and dispositive power over the securities held by the Trust. In such capacities, each of Wicklow, the Trust and Tierney share voting and dispositive power over 37,643 Common Shares with Milestone and share voting and dispositive power over 286 Common Shares with Clarence.
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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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒. | ||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
Not Applicable. | ||
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. | |
Not Applicable. | ||
Item 9. | Notice of Dissolution of Group. | |
Not Applicable. | ||
Item 10. | Certification. | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under§240.14a-11. | ||
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.
Dated: February 13, 2019
| MILESTONE INVESTMENTS, LP | ||
| By: | Wicklow Capital, Inc., its general partner | |
| By: | /s/ Emma Cuadrado | |
| Name: | Emma Cuadrado | |
| Title: | Secretary | |
| WICKLOW CAPITAL, INC. | ||
| By: | /s/ Emma Cuadrado | |
| Name: | Emma Cuadrado | |
| Title: | Secretary | |
| DANIEL V. TIERNEY 2003 TRUST | ||
| By: | /s/ Daniel V. Tierney | |
| Name: | Daniel V. Tierney | |
| Title: | Trustee | |
| /s/ Daniel V. Tierney | ||
| DANIEL V. TIERNEY | ||
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