Sec Form 4 Filing - ROYSTON IVOR @ BIOCEPT INC - 2019-04-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ROYSTON IVOR 2. Issuer Name and Ticker or Trading Symbol BIOCEPT INC [ BIOC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BIOCEPT, INC., 5810 NANCY RIDGE DRIVE #150 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2019 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 0.91 04/30/2019 A 30,000 ( 1 ) 04/29/2029 Common Stock 30,000 $ 0 30,000 D Employee Stock Option (right to buy) $ 1.02 06/17/2019 A 500 ( 2 ) 06/16/2029 Common Stock 500 $ 0 500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROYSTON IVOR C/O BIOCEPT, INC. 5810 NANCY RIDGE DRIVE #150 SAN DIEGO, CA92121 X Signatures /s/ Michael W. Nall, Attorney-in-fact 06/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was granted on 4/30/19, but was contingent on shareholder approval of an increase in the shares issuable under the Issuer's 2013 Amended and Restated Equity Incentive Plan at the Issuer's annual meeting of stockholders held on 6/17/19, and therefore for purposes of Section 16 the option was not "acquired" until such stockholder approval was obtained. 25% of the shares subject to the option shall vest on the first annual anniversary of the Vesting Commencement Date (4/30/19) with the balance vesting in equal monthly installments thereafter until fully vested on 4/30/23 ( 2 )The shares subject to the option shall be 100% vested and exercisable on June 17, 2020.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.