0000899243-17-001973.txt : 20170126
0000899243-17-001973.hdr.sgml : 20170126
20170126060524
ACCESSION NUMBER: 0000899243-17-001973
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170119
FILED AS OF DATE: 20170126
DATE AS OF CHANGE: 20170126
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BIOCEPT INC
CENTRAL INDEX KEY: 0001044378
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071]
IRS NUMBER: 330757995
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5810 NANCY RIDGE DR
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 858-320-8200
MAIL ADDRESS:
STREET 1: 5810 NANCY RIDGE DR
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Li Bin
CENTRAL INDEX KEY: 0001668219
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36284
FILM NUMBER: 17547954
MAIL ADDRESS:
STREET 1: UNIT 3002-04,30TH FLOOR,GLOUCESTER TOWER
STREET 2: THE LANDMARK,15 QUEEN'S ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 000000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yu Fan
CENTRAL INDEX KEY: 0001668029
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36284
FILM NUMBER: 17547955
MAIL ADDRESS:
STREET 1: UNIT 3002-04,30TH FLOOR,GLOUCESTER TOWER
STREET 2: THE LANDMARK,15 QUEEN'S ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 000000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ally Bridge LB Management Ltd
CENTRAL INDEX KEY: 0001668028
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36284
FILM NUMBER: 17547956
BUSINESS ADDRESS:
STREET 1: UNIT 3002-04,30TH FLOOR,GLOUCESTER TOWER
STREET 2: THE LANDMARK,15 QUEEN'S ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 000000
BUSINESS PHONE: (852)31219699
MAIL ADDRESS:
STREET 1: UNIT 3002-04,30TH FLOOR,GLOUCESTER TOWER
STREET 2: THE LANDMARK,15 QUEEN'S ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 000000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ally Bridge LB Healthcare Master Fund Ltd
CENTRAL INDEX KEY: 0001667354
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36284
FILM NUMBER: 17547957
BUSINESS ADDRESS:
STREET 1: UNIT 3002-04,30TH FLOOR,GLOUCESTER TOWER
STREET 2: THE LANDMARK,15 QUEEN'S ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 000000
BUSINESS PHONE: (852)31219699
MAIL ADDRESS:
STREET 1: UNIT 3002-04,30TH FLOOR,GLOUCESTER TOWER
STREET 2: THE LANDMARK,15 QUEEN'S ROAD CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: 000000
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-01-19
1
0001044378
BIOCEPT INC
BIOC
0001667354
Ally Bridge LB Healthcare Master Fund Ltd
UNIT 1602, 16/F, WHEELOCK HOUSE
20 PEDDER STREET, CENTRAL
HONG KONG
0
0
1
0
0001668028
Ally Bridge LB Management Ltd
UNIT 1602, 16/F, WHEELOCK HOUSE
20 PEDDER STREET, CENTRAL
HONG KONG
0
0
1
0
0001668029
Yu Fan
UNIT 3002-3004,30TH FLR,GLOUCESTER TOWER
THE LANDMARK,15 QUEEN?S ROAD CENTRAL
HONG KONG
0
0
1
0
0001668219
Li Bin
UNIT 1602, 16/F, WHEELOCK HOUSE
20 PEDDER STREET, CENTRAL
HONG KONG
0
0
1
0
Common Stock
2017-01-17
4
D
0
876399
1.10
D
804601
D
Common Stock
2017-01-18
4
D
0
549708
1.10
D
254893
D
Common Stock
2017-01-19
4
D
0
254893
1.10
D
0
D
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.
(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.
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.
Ally Bridge LB Healthcare Master Fund Limited, /s/ Bin Li, Director
2017-01-25
Ally Bridge LB Management Limited, /s/ Bin Li, Director
2017-01-25
/s/ Fan Yu
2017-01-25
/s/ Bin Li
2017-01-25