OncoCyte (OCX) Form 3 OncoCyte / KAREN B. CHAPMAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CHAPMAN KAREN B.

(Last) (First) (Middle)

1301 HARBOR BAY PARKWAY

(Street)

ALAMEDA CA 94502

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2015

3. Issuer Name and Ticker or Trading Symbol
OncoCyte Corp [ OCX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President of Research

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	43,799	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	(1)	03/31/2018	Common Stock	200,000	1.5	D
Option to Purchase Common Stock	(2)	01/08/2025	Common Stock	100,000	2.2	D
Option to Purchase Common Stock	(3)	12/28/2020	Common Stock	250,000	1.34	I	By Spouse
Option to Purchase Common Stock	(4)	01/08/2025	Common Stock	125,000	2.2	I	By Spouse

Explanation of Responses:

1. 1/48th of the number of options vested and became exercisable at the end of each full month after the date of grant on April 1, 2011.

2. One quarter of the options shall vest upon the completion of 12 months of continuous employment from the date of grant on January 9, 2015 and the balance shall vest in 36 monthly installments upon the completion of each month of continuous employment from the first anniversary of the date of grant.

3. 1/48th of the number of options granted to Michael West vested and became exercisable at the end of each full month after the date of grant on December 29, 2010. Dr. West and Dr. Chapman are husband and wife.

4. One quarter of the options granted to Michael West shall vest 12 months from the date of grant on January 9, 2015 and the balance shall vest in 36 monthly installments from the first anniversary of the date of grant. Dr. West and Dr. Chapman are husband and wife.

Remarks:

	/s/Karen B. Chapman	12/30/2015
	** 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 5 (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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