SEC FORM 4

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^*

Gutfreund John Peter

(Last)

(First)

(Middle)

C/O ONCOCYTE CORPORATION

15 CUSHING

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oncocyte Corp [ OCX ]

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)
04/03/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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, no par value	04/03/2023		A		705,000	A	$0.3544	715,000	D
Common Stock, no par value	04/03/2023		A		1,000,000	A	$0.3544	1,075,000	I	See footnote⁽¹⁾

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)
Series A Convertible Preferred Stock	$1.53⁽²⁾	04/03/2023		D			588.2353⁽²⁾	⁽²⁾	04/08/2024⁽²⁾	Common Stock, no par value	384,470	$0.00	0⁽³⁾	D

Explanation of Responses:

1. These shares of the Issuer's common stock, no par value ("Common Stock"), are held by Newtown Road 130 Holdings LLC ("Newtown"). The Reporting Person is the Managing Member of Newtown and in such capacity has the right to vote and dispose of securities held by Newtown.

2. The 588.2353 shares of Series A Convertible Preferred Stock (the "Series A Shares") held by the Reporting Person were convertible into 384,470 shares of Common Stock, at a conversion price of $1.53 per share, subject to a beneficial ownership limitation of 4.99%, on April 8, 2024 or the earlier of occurrence of certain events or transactions specified in a purchase agreement by and among the Issuer, the Reporting Person, and certain other parties thereto (the "Purchase Agreement"). On April 3, 2023, the Issuer redeemed all of the Series A Shares for a cash payment of $618,672.34 calculated in accordance with the terms of the Purchase Agreement. The redemption of the Series A Shares was approved by the board of directors of the Issuer pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

3. The Reporting Person previously misreported on his Form 3 filed with the Securities and Exchange Commission on August 8, 2022 the number of Series A Shares he owned due to an administrative error. As of the date of that Form 3 filing, the Reporting Person owned 588.2353 Series A Shares, not the 1,176.48 Series A Shares reported. Following the disposition of 588.2353 Series A Shares reported here, the Reporting Person does not own any Series A Shares.

	/s/ John Peter Gutfreund	04/05/2023
	** 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).
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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SEC Form 4 filed by Gutfreund John Peter