Biocept Inc.
BIOCEPT INC (Form: 4, Received: 01/26/2017 06:07:47)
FORM 4
[ X ] 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 *

Ally Bridge LB Healthcare Master Fund Ltd
2. Issuer Name and Ticker or Trading Symbol

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

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

UNIT 1602, 16/F, WHEELOCK HOUSE, 20 PEDDER STREET, CENTRAL
3. Date of Earliest Transaction (MM/DD/YYYY)

1/19/2017
(Street)

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

 
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 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   (1) (2) (3) 1/17/2017     D    876399   D $1.10   804601   D    
Common Stock   (1) (2) (3) 1/18/2017     D    549708   D $1.10   254893   D    
Common Stock   (1) (2) (3) 1/19/2017     D    254893   D $1.10   0   D    

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

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ally Bridge LB Healthcare Master Fund Ltd
UNIT 1602, 16/F, WHEELOCK HOUSE
20 PEDDER STREET, CENTRAL
HONG KONG 

X

Ally Bridge LB Management Ltd
UNIT 1602, 16/F, WHEELOCK HOUSE
20 PEDDER STREET, CENTRAL
HONG KONG 

X

Yu Fan
UNIT 3002-3004,30TH FLR,GLOUCESTER TOWER
THE LANDMARK,15 QUEEN?S ROAD CENTRAL
HONG KONG 

X

Li Bin
UNIT 1602, 16/F, WHEELOCK HOUSE
20 PEDDER STREET, CENTRAL
HONG KONG 

X


Signatures
Ally Bridge LB Healthcare Master Fund Limited, /s/ Bin Li, Director 1/25/2017
** Signature of Reporting Person Date

Ally Bridge LB Management Limited, /s/ Bin Li, Director 1/25/2017
** Signature of Reporting Person Date

/s/ Fan Yu 1/25/2017
** Signature of Reporting Person Date

/s/ Bin Li 1/25/2017
** 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).
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