Biocept Inc.
BIOCEPT INC (Form: 3, Received: 08/17/2017 12:54:45)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (MM/DD/YYYY)
8/9/2017 

3. Issuer Name and Ticker or Trading Symbol

BIOCEPT INC [BIOC]

(Last)        (First)        (Middle)

UNIT 1602, 16/F, WHEELOCK HOUSE, 20 PEDDER STREET, CENTRAL

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

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

(Street)

HONG KONG        

(City)              (State)              (Zip)
5. 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 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   (1) (2) 3147667   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
(MM/DD/YYYY)
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
Warrant   (1) (2)   (3)   (4) Common Stock   1434639   $1.50   D    

Explanation of Responses:
(1)  Ally Bridge LB Healthcare Master Fund Limited (the "Master Fund") directly holds the Common Stock and Warrant. 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 the 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. This Form 3 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.
(2)  (Continued from Footnote 1) By virtue of the transactions described in that certain statement on Schedule 13D/A filed on August 17, 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/A, be considered to be a "group"; however, neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by such persons that such a group exists.
(3)  The Warrants are exercisable at any time after their original issuance.
(4)  The Warrants will expire five years from the date of their original issuance.

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 QUEENS 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 8/17/2017
** Signature of Reporting Person Date

Ally Bridge LB Management Limited, /s/ Bin Li, Director 8/17/2017
** Signature of Reporting Person Date

/s/ Fan Yu 8/17/2017
** Signature of Reporting Person Date

/s/ Bin Li 8/17/2017
** 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 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.
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 control number.