OncoCyte (OCX) Form 3 Oncocyte / John Peter Gutfreund 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^*

Gutfreund John Peter

(Last) (First) (Middle)

C/O ONCOCYTE CORPORATION

15 CUSHING

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2022

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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	3,085,047	I	Footnote(1)

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
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	1,176.48	1.53	D
Warrant to Purchase Common Stock	(3)	(3)	Common Stock	3,564,728	1.53	I	Footnote(1)

Explanation of Responses:

1. The securities are held by Halle Special Situations Fund LLC. John Peter Gutfreund is the investment manager and a control person of Halle Capital Partners GP LLC, the managing member of Halle Special Situations Fund LLC. In such capacity, Mr. Gutfreund may be deemed to beneficially own these securities.

2. The 1,176.48 shares of Series A Convertible Preferred Stock are currently convertible into 768,941 shares of the Issuer's common stock, no par value (the "Common Stock"), at the conversion price of $1.53 per share, subject to a beneficial ownership limitation of 4.99%. On April 8, 2024 or the earlier occurrence of certain events or transactions specified in the Purchase Agreement, the Issuer will mandatorily redeem all of the Series A Preferred Shares for a cash payment calculated in accordance with the terms of the Purchase Agreement.

3. The 3,564,728 warrants may be exercised to purchase up to 3,001,876 shares of the Common Stock at an exercise price of $1.53 per share. The warrants are currently exercisable, subject to a beneficial ownership limitation of 4.99%, and expire on April 19, 2027.

	/s/ John Peter Gutfreund	08/08/2022
	** 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 5 (b)(v).
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