| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BIOCEPT INC [ BIOC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/19/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1)(2)(3) | 01/17/2017 | D | 876,399 | D | $1.1 | 804,601 | D | |||
| Common Stock(1)(2)(3) | 01/18/2017 | D | 549,708 | D | $1.1 | 254,893 | D | |||
| Common Stock(1)(2)(3) | 01/19/2017 | D | 254,893 | D | $1.1 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Ally Bridge LB Healthcare Master Fund Limited (the "Master Fund") directly held the disposed Common Stock and currently holds warrants to purchase 1,681,000 shares of Common Stock.. 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 any 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. |
| 2. (continued from footnote 1) This Form 4 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. By virtue of the transactions described in that certain statement on Schedule 13D/A filed in January 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, be considered to be a "group"; however, neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by such persons that such a group exists. |
| 3. All 1,681,000 shares of Common Stock held by the Master Fund were disposed in a series of sales of the Common Stock on January 17, 2017, January 18, 2017 and January 19, 2017. The Master Fund still holds warrants to purchase 1,681,000 shares of Common Stock. The warrants held by the Master Fund represent 8.76% of the Common Stock, calculated based on 19,180,397 shares of Commons Stock, which is the total of (i) 17,499,397 shares of the Issuer's Common Stock outstanding as of November 4, 2016, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the SEC on November 10, 2016; and (ii) 1,681,000 shares of Common Stock issuable upon exercise of warrants held by the Master Fund. |
| Remarks: |
| Ally Bridge LB Healthcare Master Fund Limited, /s/ Bin Li, Director | 01/25/2017 | |
| Ally Bridge LB Management Limited, /s/ Bin Li, Director | 01/25/2017 | |
| /s/ Fan Yu | 01/25/2017 | |
| /s/ Bin Li | 01/25/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
