SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Oncocyte Corp [ OCX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/14/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 04/18/2022 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/14/2022 | P | 1,665,898(1) | A | $1.3325 | 7,350,447 | I | By Pura Vida Master Fund, Ltd.(2)(3) | ||
Common Stock | 04/14/2022 | P | 30,790 | A | $1.227 | 7,381,237 | I | By Pura Vida Master Fund, Ltd.(2)(3) | ||
Common Stock | 04/14/2022 | P | 92,370 | A | $1.26 | 7,473,607 | I | By Pura Vida Master Fund, Ltd.(2)(3) | ||
Common Stock | 04/14/2022 | P | 1,916,419(1) | A | $1.3325 | 8,455,823 | I | By the Managed Accounts(2)(3) | ||
Common Stock | 04/14/2022 | P | 19,210 | A | $1.227 | 8,475,033 | I | By the Managed Accounts(2)(3) | ||
Common Stock | 04/14/2022 | P | 57,630 | A | $1.26 | 8,532,663 | I | By the Managed Accounts(2)(3) | ||
Common Stock | 04/14/2022 | P | 767,952(1) | A | $1.3325 | 767,952 | I | By Pura Vida X Fund LP(2)(3) | ||
Common Stock | 04/14/2022 | P | 1,381,438(1) | A | $1.3325 | 1,381,438 | I | By the Retirement Trust(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant to purchase common stock | $1.53 | 04/14/2022 | P | 832,949 | 04/19/2022(4) | 04/19/2027 | Common Stock | 832,949 | (1) | 832,949 | I | By Pura Vida Master Fund, Ltd.(2)(3) | |||
Warrant to purchase common stock | $1.53 | 04/14/2022 | P | 383,976 | 04/19/2022(4) | 04/19/2027 | Common Stock | 383,976 | (1) | 383,976 | I | By Pura Vida X Fund LP(2)(3) | |||
Warrant to purchase common stock | $1.53 | 04/14/2022 | P | 690,719 | 04/19/2022(4) | 04/19/2027 | Common Stock | 690,719 | (1) | 690,719 | I | By the Retirement Trust(2)(3) | |||
Warrant to purchase common stock | $1.53 | 04/14/2022 | P | 958,209 | 04/19/2022(4) | 04/19/2027 | Common Stock | 958,209 | (1) | 958,209 | I | By the Managed Accounts(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of common stock was purchased together with one warrant to purchase 0.5 shares of common stock at a combined offering price of $1.3325. |
2. Shares reported herein are owned by Pura Vida Master Fund, Ltd. (the "Pura Vida Master Fund"), Pura Vida X Fund LP (the "Pura Vida X Fund"), Lockheed Martin Corporation Master Retirement Trust (the "Retirement Trust"), and certain separately managed accounts (the "Managed Accounts," collectively the "Client Accounts"). Pura Vida Investments, LLC ("PVI") serves as the investment manager or sub-adviser to the Client Accounts. Efrem Kamen serves as the Managing Member of PVI. |
3. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the securities owned directly by the Client Accounts. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of the Reporting Person's pecuniary interest therein, if any. |
4. The Warrants are subject to an ownership blocker provision that prevents the holder from exercising the Warrants if it would beneficially hold more than 19.99% of the common stock following such exercise. |
Remarks: |
This amendment to the Form 4 is being filed solely to correct the address reported for Efrem Kamen. |
/s/ Efrem Kamen, Managing Member of Pura Vida Investments, LLC | 04/29/2022 | |
/s/ Efrem Kamen | 04/29/2022 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |