SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BERG JEFFREY H
(Last) (First) (Middle)
C/O BIOCLINICA, INC.
826 NEWTOWN-YARDLEY ROAD
(Street)
NEWTOWN PA 18940
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOCLINICA INC [ BIOC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 03/12/2013 U 101,500(1) D $7.25 0(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $4.74 03/13/2013 D 21,250 (2) 05/28/2013 Common Stock 21,250 $2.51 0 D
Employee Stock Option (Right to Buy) $5.1 03/13/2013 D 15,000 (3) 05/10/2014 Common Stock 15,000 $2.15 0 D
Employee Stock Option (Right to Buy) $4 03/13/2013 D 10,000 (4) 05/11/2015 Common Stock 10,000 $3.25 0 D
Employee Stock Option (Right to Buy) $4.19 03/13/2013 D 10,000 (5) 05/10/2013 Common Stock 10,000 $3.06 0 D
Explanation of Responses:
1. Of such amount, 3,000 shares automatically vested and 54,500 shares were issued to the filing person and were paid for in connection with the change in control that occurred upon the acceptance of shares pursuant to the tender offer (the "Offer") which was launched in connection with the Agreement and Plan of Merger dated January 29, 2013 by and among BioCore Holdings, Inc., BC Acquisition Corp. ("Purchaser") and BioClinica, Inc. On March 12, 2013, all shares which were tendered by the filing person in connection with the Offer were accepted by the Purchaser.
2. This option, which provided for vesting 6250 immediately and then equal monthly increments over 12 months beginning on May 28, 2003, was cancelled in connection with the merger transaction effected pursuant to the Agreement and Plan of Merger dated January 29, 2013 by and among BioCore Holdings, Inc. BC Acquisition Corp. and BioClinica, Inc. (the "Merger"), in exchange for a cash payment of $53,337.50, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25).
3. This option, which provided for vesting in equal monthly increments over 12 months beginning on June 10, 2004, was cancelled in connection with the Merger, in exchange for a cash payment of $32,250, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25).
4. This option, which provided for vesting in equal monthly increments over 12 months beginning on June 11, 2005, was cancelled in connection with the Merger, in exchange for a cash payment of $32,500, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25).
5. This option, which provided for vesting in equal monthly increments over 12 months beginning on June 10, 2006, was cancelled in connection with the Merger, in exchange for a cash payment of $30,600, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25).
/s/ Maria T. Kraus as attorney-in-fact 03/14/2013
** 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 4 (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).
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