Biocept Inc.
BIOCEPT INC (Form: 4, Received: 02/12/2014 21:10:50)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

HALE DAVID F
2. Issuer Name and Ticker or Trading Symbol

BIOCEPT INC [ BIOC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CHAIRMAN
(Last)          (First)          (Middle)

C/O BIOCEPT, INC., 5810 NANCY RIDGE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/10/2014
(Street)

SAN DIEGO, CA 92121
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/10/2014     C    47181   A $10.00   54570   I   By LLC  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Convertible Notes (right to buy)   $10.00   2/10/2014     C         47181    2/10/2014   5/31/2015   Common Stock   47181     (1) 0   I   By LLC  
Restricted Stock Units (right to buy)   (2)   (3) 2/10/2014     J      10204         (2)   (2) Common Stock   10204   $0.00   10204   D    
Restricted Stock Units (right to buy)   (2)   (3) 2/10/2014     J      53662         (2)   (2) Common Stock   53662   $0.00   53662   D    
Issuer?s repurchase right (obligation to sell)   (4)   (4) 2/10/2014     E         10204      (4) 1/1/2015   Common Stock   10204   $4.62   0   D    
Warrants (right to buy)   (5) $10.00   2/10/2014     J      22175   (5)      2/10/2014   2/10/2019   Common Stock   22175   $0.00   22175   I   By LLC  
Warrants (right to buy)   (5) $10.00   2/10/2014     J      36302   (5)      2/10/2014   2/10/2016   Common Stock   36302   $0.00   36302   I   By LLC  

Explanation of Responses:
( 1)  The principal amount of and accrued interest on these Convertible Notes were converted at $10.00 per share.
( 2)  As contemplated by the Reporting Person's previously filed Form 3, these restricted stock units vested and their terms were fixed upon the Issuer's initial public offering. The restricted stock units will be settled pursuant to these terms.
( 3)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 4)  The Reporting Person early-exercised Board-approved compensatory stock options for 10,204 shares in 2011. The Issuer's repurchase right was lapsing at a rate measured by 48 equal monthly installments beginning January 1, 2011. The repurchase right lapsed in full upon the Issuer's initial public offering.
( 5)  As anticipated by the Reporting Person's previously filed Form 3, the terms of these warrants became fixed upon the closing of the Issuer's initial public offering.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HALE DAVID F
C/O BIOCEPT, INC.
5810 NANCY RIDGE DRIVE
SAN DIEGO, CA 92121
X
CHAIRMAN

Signatures
/s/ William G. Kachioff, Attorney-in-Fact for David F. Hale 2/12/2014
** 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 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).
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