Biocept Inc.
BIOCEPT INC (Form: 3, Received: 02/04/2014 20:02:50)
Washington, D.C. 20549


OMB Number: 3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

Gerhardt Bruce

2. Date of Event Requiring Statement (MM/DD/YYYY)

3. Issuer Name and Ticker or Trading Symbol


(Last)        (First)        (Middle)


4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)


SAN DIEGO, CA 92121       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)


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

_ X _ Form filed by One Reporting Person
___ 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   4195   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
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
Stock Options (right to buy)   (1)   (2) 11/7/2020   Common Stock   2619   $4.62   D    
Convertible Notes (right to buy)   (3)   (4) 5/31/2015   Common Stock   1055   (5) $10.00   D    
Warrants (right to buy)   (3) 2/10/2014   2/10/2019   Common Stock   500   $10.00   D    
Warrants (right to buy)   (3) 2/10/2014   2/10/2016   Common Stock   2500   $10.00   D    
Restricted Stock Units (right to buy)     (6) 5/24/2015   Common Stock   8735     (7) D    
Restricted Stock Units (right to buy)     (8)   (9) Common Stock   10923     (7) D    

Explanation of Responses:
( 1)  Granted pursuant to equity incentive plan.
( 2)  The options are becoming exercisable in 48 equal monthly installments, commencing with August 2010.
( 3)  Assumes that the closing of the Issuer's initial public offering, with a price-to-public of $10.00 per share, occurs on February 10, 2014.
( 4)  Upon the closing of the Issuer's initial public offering, these convertible notes will automatically be converted into common stock.
( 5)  Includes conversion right for interest accrued through February 10, 2014. Additional convertible interest accrues daily.
( 6)  This restricted stock unit award was granted on August 8, 2013 and has already fully vested.
( 7)  Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 8)  These restricted stock unit awards were granted on various dates before 2013, and have already fully vested.
( 9)  Settles upon the earliest of the date of a change in control, separation from service, death or disability or the 10th anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
Gerhardt Bruce

/s/ William G. Kachioff, Attorney-in-Fact for Bruce E. Gerhardt 2/4/2014
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael Nall and William Kachioff, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) Execute for and on behalf of the undersigned, in the undersigned's capacity as a director, executive officer and/or 10% holder of Biocept, Inc. (the "Company"), Forms 3, 4, and 5 (and any amendments thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934 (the "Act") and the rules thereunder;

(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, and 5 and timely file such form with the United States Securities and Exchange Commission and any securities exchange or similar authority; and

(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 4, 2014.

/s/ Bruce E. Gerhardt