SEC FORM 4

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^*

WEINSTEIN MARK L

(Last)

(First)

(Middle)

C/O BIOCLINICA, INC.

826 NEWTOWN-YARDLEY ROAD

(Street)

NEWTOWN

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
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2013		M		3,333⁽¹⁾	A	⁽⁵⁾	438,298	D
Common Stock	02/11/2013		M		5,000⁽²⁾	A	⁽⁵⁾	443,298	D
Common Stock	02/11/2013		M		6,250⁽³⁾	A	⁽⁵⁾	449,548	D
Common Stock	02/11/2013		F		4,462⁽⁴⁾	D	$7.23	445,086	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	02/08/2013		A		80,000		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	80,000	$0	164,584⁽⁷⁾	D
Restricted Stock Units	⁽⁵⁾	02/11/2013		M			3,333	⁽⁶⁾	⁽⁶⁾	Common Stock	3,333	$0	161,251⁽⁷⁾	D
Restricted Stock Units	⁽⁵⁾	02/11/2013		M			5,000	⁽⁸⁾	⁽⁸⁾	Common Stock	5,000	$0	156,251⁽⁷⁾	D
Restricted Stock Units	⁽⁵⁾	02/11/2013		M			6,250	⁽⁹⁾	⁽⁹⁾	Common Stock	6,250	$0	150,001⁽⁷⁾	D

Explanation of Responses:

1. These shares are awarded to the reporting person pursuant to satisfying the vesting requirements of the Restricted Stock Unit Grant dated February 11, 2010. (One-twelfth of the RSU Award will vest on each three-month anniversary of the Award Date upon Participant's continuation of service through each such vesting date.)

2. These shares are awarded to the reporting person pursuant to satisfying the vesting requirements of the Restricted Stock Unit Grant dated February 18, 2011. (One-twelfth of the RSU Award will vest every three months beginning on May 11, 2011 and ending on February 11, 2014 upon Participant's continuation of service through each such vesting date.)

3. These shares are awarded to the reporting person pursuant to satisfying the vesting requirements of the Restricted Stock Unit Grant dated February 10, 2012. (One-twelfth of the RSU Award will vest every three months beginning on May 11, 2012 and ending on February 11, 2015 upon Participant's continuation of service through each such vesting date.)

4. These shares were withheld to cover the withholding taxes associated with the issuance of the shares to the reporting person.

5. Each restricted stock unit represents a contingent right to receive one share of common stock of BioClinica, Inc. (the "Company"), par value $0.00025.

6. Represents the February 11, 2010 grant of 40,000 restricted stock units, granted pursuant to the Company's 2002 Stock Incentive Plan, as amended and restated. One-twelfth of the RSU Award will vest on each three-month anniversary of the Award Date upon Participant's continuation of service through each such vesting date. The shares of Common Stock underlying the RSU Award will be issued on the vesting date or as soon as administratively practicable thereafter.

7. Such number does not include the 40,000 Restricted Stock Units granted on March 4, 2009 which vested as to 13,333 shares on March 1, 2010, 13,333 shares on March 1, 2011 and 13,334 shares on March 1, 2012, which will be issued upon the earlier of (i) the reporting person's cessation of service, (ii) a change of control of the Company and (iii) seven years from the date of the award.

8. Represents the February 18, 2011 grant of 60,000 restricted stock units, granted pursuant to the Company's 2010 Stock Incentive Plan. One-twelfth of the RSU Award will vest every three months beginning on May 11, 2011 and ending on February 11, 2014 upon Participant's continuation of service through each such vesting date. The shares of Common Stock underlying the RSU Award will be issued on the vesting date or as soon as administratively practicable thereafter.

9. Represents the February 10, 2012 grant of 75,000 restricted stock units, granted pursuant to the Company's 2010 Stock Incentive Plan. One-twelfth of the RSU Award will vest every three months beginning on May 11, 2012 and ending on February 11, 2015 upon Participant's continuation of service through each such vesting date. The shares of Common Stock underlying the RSU Award will be issued on the vesting date or as soon as administratively practicable thereafter

10. Represents the February 8, 2013 grant of 80,000 restricted stock units, granted pursuant to the Company's 2010 Stock Incentive Plan. One-twelfth of the RSU Award will vest every three months beginning on May 11, 2013 and ending on February 11, 2016 upon Participant's continuation of service through each such vesting date. The shares of Common Stock underlying the RSU Award will be issued on the vesting date or as soon as administratively practicable thereafter.

	/s/ Maria T. Kraus as attorney-in-fact	02/12/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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