SEC Form 3 · accession 0000899243-17-020565
BIOCEPT INC · BIOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 9, 2017
Accepted (ET)
Aug 17, 2017 · 12:53 pm EDT
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 | holding | — | — | — | 3,147,667 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2,F3,F4 | $1.50 | holding | — | — | — | — | — | Common Stock | 1,434,639 | — | D |
Explanation of responses
- F1Ally 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.
- F2(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.
- F3The Warrants are exercisable at any time after their original issuance.
- F4The Warrants will expire five years from the date of their original issuance.