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^*

ANDREWS RONALD ASBURY

(Last)

(First)

(Middle)

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
X	Officer (give title below)	Other (specify below)
	Former CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2022

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, no par value	12/01/2022		M		250,000	A	$0	583,212	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)
Option to Purchase Common Stock	$2.1	12/01/2022		D			20,000	⁽¹⁾	⁽¹⁾	Common Stock	20,000	$0	0	D
Option to Purchase Common Stock	$2.4	12/01/2022		D			45,000	⁽¹⁾	⁽¹⁾	Common Stock	45,000	$0	0	D
Option to Purchase Common Stock	$2.51	12/01/2022		D			950,000	⁽¹⁾	⁽¹⁾	Common Stock	950,000	$0	0	D
Option to Purchase Common Stock	$1.68	12/01/2022		D			50,000	⁽¹⁾	⁽¹⁾	Common Stock	50,000	$0	0	D
Option to Purchase Common Stock	$5.34	12/01/2022		D			500,000	⁽¹⁾	⁽¹⁾	Common Stock	500,000	$0	0	D
Option to Purchase Common Stock	$1.15	12/01/2022		D			300,000	⁽¹⁾	⁽¹⁾	Common Stock	300,000	$0	0	D
Option to Purchase Common Stock	$1.15	12/01/2022		D			93,750	⁽¹⁾	⁽¹⁾	Common Stock	93,750	$0	281,250	D
Restricted Stock Units	$0	12/01/2022		D			35,000	⁽²⁾	⁽²⁾	Common Stock	35,000	$0	0	D
Restricted Stock Units	$0	12/01/2022		D			250,000	⁽²⁾	⁽²⁾	Common Stock	250,000	$0	250,000	D
Restricted Stock Units	$0	12/01/2022		M			250,000	⁽²⁾	⁽²⁾	Common Stock	250,000	$0	0	D
Option to Purchase Common Stock	$0.4644	12/07/2022		A		50,000		⁽³⁾	12/07/2032	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. The options were forfeited by mutual agreement of the Reporting Person and the Issuer in connection with a severance agreement entered into as a result of the Reporting Person's resignation as an officer and director of the Issuer on December 1, 2022. Any remaining options immediately vested and became exercisable as of December 1, 2022.

2. The restricted stock units were forfeited by mutual agreement of the Reporting Person and the Issuer in connection with a severance agreement entered into as a result of the Reporting Person's resignation as an officer and director of the Issuer on December 1, 2022. Any remaining restricted stock units immediately vested on December 1, 2022.

3. Options vest (and thereby become exercisable) as follows: (i) one-third on December 31, 2022, (ii) one-third on January 31, 2023, and (iii) one-third on February 28, 2023 (each such date, a "Vesting Date"), in each case, subject to the Reporting Person's continuous service as a consultant on each applicable Vesting Date.

	/s/ Ronald Andrews	12/09/2022
	** 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).
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