SEC Form 3 

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*
Gerhardt Bruce

(Last) | (First) | (Middle)
C/O BIOCEPT, INC.
5810 NANCY RIDGE DRIVE

(Street) 
SAN DIEGO | CA | 92121

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2014

3. Issuer Name and Ticker or Trading Symbol 
BIOCEPT INC [ BIOC ]

4. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X | Director | | 10% Owner
| Officer (give title below) | | Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 | 4,195 | D |

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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) | 11/07/2020 | Common Stock | 2,619 | 4.62 | D |
Convertible Notes (right to buy)^(3) | ^(4) | 05/31/2015 | Common Stock | 1,055^(5) | 10 | D |
Warrants (right to buy)^(3) | 02/10/2014 | 02/10/2019 | Common Stock | 500 | 10 | D |
Warrants (right to buy)^(3) | 02/10/2014 | 02/10/2016 | Common Stock | 2,500 | 10 | D |
Restricted Stock Units (right to buy) | ^(6) | 05/24/2015 | Common Stock | 8,735 | ^(7) | D |
Restricted Stock Units (right to buy) | ^(8) | ^(9) | Common Stock | 10,923 | ^(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.
Remarks:
| /s/ William G. Kachioff, Attorney-in-Fact for Bruce E. Gerhardt | 02/04/2014
| ** 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.
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.
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

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