John Peter Gutfreund - Apr 3, 2023 Form 4 Insider Report for Oncocyte Corp (OCX)

Role: Director
Signature: /s/ John Peter Gutfreund
Stock symbol: OCX
Transactions as of: Apr 3, 2023
Transactions value $: $604,252
Form type: 4
Date filed: 4/5/2023, 09:30 PM
Previous filing: Dec 28, 2022
Next filing: Jul 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OCX	Common Stock, no par value	Award	$250K	+705K	+7050%	$0.35	715K	Apr 3, 2023	Direct
transaction	OCX	Common Stock, no par value	Award	$354K	+1M	+1333.33%	$0.35	1.08M	Apr 3, 2023	See footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OCX	Series A Convertible Preferred Stock	Disposed to Issuer	$0	-588	-100%	$0.00^*	0	Apr 3, 2023	Common Stock, no par value	384K	$1.53	Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.