SEC Form 4 · accession 0000899243-17-001973
BIOCEPT INC · BIOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 19, 2017
Accepted (ET)
Jan 26, 2017 · 6:05 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001044378
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 17, 2017 | D | 876,399 | $1.10 | D | 804,601 | D | |
| Common StockF1,F2,F3 | Jan 18, 2017 | D | 549,708 | $1.10 | D | 254,893 | D | |
| Common StockF1,F2,F3 | Jan 19, 2017 | D | 254,893 | $1.10 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Ally 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.
- F2(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.
- F3All 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.