| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OCX | Common Stock, no par value | Other | $0 | -3.09M | -100% | $0.00* | 0 | Jun 30, 2023 | See Footnotes | F1, F2, F3 |
| holding | OCX | Common Stock, no par value | 3.08M | Jun 30, 2023 | See Footnotes | F3, F4, F5 | |||||
| holding | OCX | Common Stock, no par value | 25K | Jun 30, 2023 | See Footnotes | F3, F6 | |||||
| holding | OCX | Common Stock, no par value | 715K | Jun 30, 2023 | Direct | F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OCX | Warrants to Purchase Common Stock | Other | $0 | -3.56M | -100% | $0.00* | 0 | Jun 30, 2023 | Common Stock | 3M | $1.53 | See Footnotes | F3, F8, F9, F10 |
| holding | OCX | Warrants to Purchase Common Stock | 992K | Jun 30, 2023 | Common Stock | 836K | $1.53 | See Footnotes | F3, F9, F11, F12 | |||||
| holding | OCX | Warrants to Purchase Common Stock | 45K | Jun 30, 2023 | Common Stock | 45K | $0.97 | Direct | F13 |
John Peter Gutfreund is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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"). |
| F2 | 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. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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. |
| F6 | 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. |
| F7 | Includes 10,000 restricted stock units, which will vest on August 15, 2023. |
| F8 | 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"). |
| F9 | The Warrants are currently exercisable, subject to a beneficial ownership limitation of 4.99%. |
| F10 | 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. |
| F11 | 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. |
| F12 | 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. |
| F13 | The options to purchase shares of Common Stock will vest on August 15, 2023. |