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)

767 5TH AVENUE, 44TH FLOOR

(Street)

NEW YORK

10153

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former Director

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023

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	06/30/2023		J		3,085,047⁽¹⁾	D	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Common Stock, no par value								3,079,372⁽⁴⁾	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock, no par value								25,000	I	See Footnotes⁽³⁾⁽⁶⁾
Common Stock, no par value								715,000⁽⁷⁾	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)
Warrants to Purchase Common Stock	$1.53	06/30/2023		J			3,564,728⁽⁸⁾	⁽⁹⁾	04/19/2027	Common Stock	3,001,876	$0.00	0	I	See Footnotes⁽³⁾⁽¹⁰⁾
Warrants to Purchase Common Stock	$1.53							⁽⁹⁾	04/19/2027	Common Stock	835,785		992,495⁽¹¹⁾	I	See Footnotes⁽³⁾⁽¹²⁾
Warrants to Purchase Common Stock	$0.97							⁽¹³⁾	08/15/2032	Common Stock	45,000		45,000	D

Explanation of Responses:

1. Represents shares of Common Stock of Oncocyte Corporation (the "Issuer"), no par value (the "Common Stock"), that were distributed by Halle Special Situations Fund LLC (the "Halle Fund") on a pro rata basis to its members (the "Halle Common Stock Distribution").

2. Represents shares of Common Stock directly beneficially owned by the Halle Fund. John Peter Gutfreund (the "Reporting Person") is the investment manager and a control person of Halle Capital Partners GP LLC, the managing member of the Halle Fund. In such capacity, the Reporting Person may be deemed to beneficially own any securities directly owned by the Halle Fund.

3. The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement. The Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of the Reporting Person in such securities.

4. Includes 2,004,372 shares of Common Stock received by Newtown Road 130 Holdings LLC ("Newtown") from the Halle Fund as a result of the Halle Common Stock Distribution. The acquisition of the shares of Common Stock by Newtown in the Halle Common Stock Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of the shares of Common Stock by Newtown in the Halle Common Stock Distribution from Section 16 of the Exchange Act.

5. Represents shares of Common Stock directly beneficially owned by Newtown. The Reporting Person is the managing member and a control person of Newtown. In such capacity, the Reporting Person may be deemed to beneficially own any securities directly owned by Newtown.

6. Represents shares of Common Stock held by or for the benefit of the minor children of the Reporting Person, and the Reporting Person has voting and dispositive control over such securities. In such capacity, the Reporting Person may be deemed to beneficially own any securities held by or for the benefit of the minor children of the Reporting Person.

7. Includes 10,000 restricted stock units, which will vest on August 15, 2023.

8. Represents warrants to purchase shares of Common Stock (the "Warrants") that were distributed by the Halle Fund on a pro rata basis to its members (the "Halle Warrant Distribution").

9. The Warrants are currently exercisable, subject to a beneficial ownership limitation of 4.99%.

10. Represents Warrants directly beneficially owned by the Halle Fund. The Reporting Person is the investment manager and a control person of Halle Capital Partners GP LLC, the managing member of the Halle Fund. In such capacity, the Reporting Person may be deemed to beneficially own any securities directly owned by the Halle Fund.

11. Represents Warrants received by Newtown from the Halle Fund as a result of the Halle Warrant Distribution. The acquisition of the Warrants by Newtown in the Halle Warrant Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of the Warrants by Newtown in the Halle Warrant Distribution from Section 16 of the Exchange Act.

12. Represents Warrants directly beneficially owned by Newtown. The Reporting Person is the managing member and a control person of Newtown. In such capacity, the Reporting Person may be deemed to beneficially own any securities directly owned by Newtown.

13. The options to purchase shares of Common Stock will vest on August 15, 2023.

Remarks:

	/s/ John Peter Gutfreund	07/03/2023
	** 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.
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.

SEC Form 4 filed by Gutfreund John Peter