SEC FORM 3

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^*

Reiss Claire

(Last)

(First)

(Middle)

9675 LA JOLLA FARMS ROAD

(Street)

LA JOLLA

92037

(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)

Director	X	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	1,423,313	I	By trusts
Common Stock	559	I	By corporation

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Convertible Notes (right to buy)⁽¹⁾	⁽²⁾	05/31/2015	Common Stock	257,031⁽³⁾	$10	I	By trusts
Convertible Notes (right to buy)⁽¹⁾	⁽²⁾	05/31/2015	Common Stock	13,453⁽³⁾	$10	I	By corporation
Warrants (right to buy)⁽¹⁾	02/10/2014	02/10/2019	Common Stock	119,000	$10	I	By trusts
Warrants (right to buy)⁽¹⁾	02/10/2014	02/10/2019	Common Stock	6,250	$10	I	By corporation
Warrants (right to buy)⁽¹⁾	02/10/2014	02/10/2016	Common Stock	58,802	$10	I	By trust

Explanation of Responses:

1. 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.

2. Upon the closing of the Issuer's initial public offering, these convertible notes will automatically be converted into common stock.

3. Includes conversion right for interest accrued through February 10, 2014. Additional convertible interest accrues daily.

Remarks:

	/s/ William G. Kachioff, Attorney-in-Fact for Claire K. T. Reiss	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.
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