Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Name of Reporting Persons:

Milestone Investments, LP

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization:

Alaska

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

37,643

Sole Dispositive Power:

0

Shared Dispositive Power:

37,643

Aggregate Amount Beneficially Owned by Each Reporting Person:

37,643

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9):

0.9% (1)

Type of Reporting Person (See Instructions):

PN

Calculated based on the sum of 4,061,428 Common Shares (defined herein) outstanding as of November 7, 2018, according to the quarterly report on Form 10-Q filed with the SEC on November 14, 2018, and 18,333 Common Shares that are issuable upon the exercise of warrants (Warrant Shares).

Name of Reporting Persons:

Wicklow Capital, Inc.

Check the Appropriate Box if a Member of a Group:

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization:

Illinois

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

37,930

Sole Dispositive Power:

0

Shared Dispositive Power:

37,930

Aggregate Amount Beneficially Owned by Each Reporting Person:

37,930

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9):

0.9% (1)

Type of Reporting Person (See Instructions):

CO, HC

Calculated based on the sum of 4,061,428 Common Shares outstanding as of November 7, 2018, according to the quarterly report on Form 10-Q filed with the SEC on November 14, 2018, and 18,333 Warrant Shares.

Name of Reporting Persons:

Daniel V. Tierney 2003 Trust

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization:

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

37,930

Sole Dispositive Power:

0    

Shared Dispositive Power:

37,930

Aggregate Amount Beneficially Owned by Each Reporting Person:

37,930

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9):

0.9% (1)

Type of Reporting Person (See Instructions):

OO, HC

Calculated based on the sum of 4,061,428 Common Shares outstanding as of November 7, 2018, according to the quarterly report on Form 10-Q filed with the SEC on November 14, 2018, and 18,333 Warrant Shares.

Name of Reporting Persons:

Daniel V. Tierney

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization:

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0    

Shared Voting Power:

37,930

Sole Dispositive Power:

0

Shared Dispositive Power:

37,930

Aggregate Amount Beneficially Owned by Each Reporting Person:

37,930

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9):

0.9% (1)

Type of Reporting Person (See Instructions):

IN, HC

Calculated based on the sum of 4,061,428 Common Shares outstanding as of November 7, 2018, according to the quarterly report on Form 10-Q filed with the SEC on November 14, 2018, and 18,333 Warrant Shares.

Item 1.

Name of Issuer

Biocept, Inc.

Address of Issuers Principal Executive Offices:

5810 Nancy Ridge Drive

San Diego, California 92121

Item 2.

(a)

Name of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the Reporting Persons):

Milestone Investments, LP (Milestone)

Wicklow Capital, Inc. (Wicklow)

Daniel V. Tierney 2003 Trust (the Trust)

Daniel V. Tierney (Tierney)

This Statement also relates to Common Shares owned by Clarence LP (Clarence).

(b)

Address of Principal Business Office

737 N. Michigan Ave., Suite 2100

Chicago, IL 60611

(c)

Citizenship

Milestone: Alaska

Wicklow: Illinois

Trust: United States

Tierney: United States

(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share (Common Shares)

(e)

CUSIP Number:

09072V402

Item 3.

Type of Filing.

Not Applicable.

Item 4.

Ownership.

Item 5.

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☒.

Item 6.

Not Applicable.

Item 7.

Not Applicable.

Item 8.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.