OncoCyte (OCX) Form 3 OncoCyte / LYNDAL K. HESTERBERG 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^*

HESTERBERG LYNDAL K.

(Last) (First) (Middle)

1010 ATLANTIC AVENUE

SUITE 102

(Street)

ALAMEDA CA 94501

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2016

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)
Sr VP, Research & Development

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)

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 Puchase Common Stock	(1)	02/15/2026	Common Stock	25,000	3.06	D
Option to Puchase Common Stock	(2)	10/31/2026	Common Stock	125,000	4.05	D

Explanation of Responses:

1. One quarter of the options shall vest on February 15, 2017 and one quarter shall vest on February 15, 2018, and the balance shall vest upon the attainment of certain product development milestones, in each case depending upon continuous employment by the Company.

2. One quarter of the options shall vest on October 31, 2017, subject to the completion of 12 months of continuous employment from the date of grant on November 1, 2016, 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.

Remarks:

	/s/Lyndal K. Hesterberg	11/11/2016
	** 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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