Sec Form 4 Filing - BROADWOOD PARTNERS, L.P. @ Oncocyte Corp - 2021-09-23

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BROADWOOD PARTNERS, L.P.
2. Issuer Name and Ticker or Trading Symbol
Oncocyte Corp [ OCX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BROADWOOD CAPITAL INC., 142 WEST 57TH STREET, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2021
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, no par value 09/23/2021 X 573,461 A $ 3.1525 ( 2 ) ( 3 ) 17,349,945 D ( 1 )
Common Stock, no par value 09/23/2021 X 0 A $ 0 17,349,945 I Footnote ( 1 )
Common Stock, no par value 3,145 D ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 3.25 09/23/2021 D( 2 )( 3 ) 573,461 ( 5 ) 10/17/2021 Common Stock 573,461 ( 2 ) ( 3 ) 0 D ( 1 )
Warrant to Purchase Common Stock $ 3.25 09/23/2021 D( 2 )( 3 ) 0 ( 5 ) 10/17/2021 Common Stock 573,461 ( 2 ) ( 3 ) 0 I Footnote ( 1 )
Warrant to Purchase Common Stock $ 3.1525 09/23/2021 A( 2 )( 3 ) 573,461 ( 5 ) 09/30/2021 Common Stock 573,461 ( 2 ) ( 3 ) 573,461 D ( 1 )
Warrant to Purchase Common Stock $ 3.1525 09/23/2021 A( 2 )( 3 ) 0 ( 5 ) 09/30/2021 Common Stock 573,461 ( 2 ) ( 3 ) 573,461 I Footnote ( 1 )
Warrant to Purchase Common Stock $ 3.1525 09/23/2021 X( 2 )( 3 ) 573,461 ( 5 ) 09/30/2021 Common Stock 573,461 ( 2 ) ( 3 ) 0 D ( 1 )
Warrant to Purchase Common Stock $ 3.1525 09/23/2021 X( 2 )( 3 ) 0 ( 5 ) 09/30/2021 Common Stock 573,461 ( 2 ) ( 3 ) 0 I Footnote ( 1 )
Warrant to Purchase Common Stock $ 3.25 ( 5 ) 07/21/2022 Common Stock 270,000 270,000 D ( 1 )
Warrant to Purchase Common Stock $ 3.25 ( 5 ) 07/21/2022 Common Stock 0 270,000 I Footnote ( 1 )
Warrant to Purchase Common Stock $ 3.25 ( 5 ) 02/17/2022 Common Stock 212,500 212,500 D ( 1 )
Warrant to Purchase Common Stock $ 3.25 ( 5 ) 02/17/2022 Common Stock 0 212,500 I Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROADWOOD PARTNERS, L.P.
C/O BROADWOOD CAPITAL INC.
142 WEST 57TH STREET, 11TH FLOOR
NEW YORK, NY10019
X
BROADWOOD CAPITAL INC
142 WEST 57TH STREET, 11TH FLOOR
NEW YORK, NY10019
X
BRADSHER NEAL C
C/O BROADWOOD CAPITAL INC.
142 WEST 57TH STREET, 11TH FLOOR
NEW YORK, NY10019
X
Signatures
Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 09/24/2021
Signature of Reporting Person Date
Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 09/24/2021
Signature of Reporting Person Date
/s/ Neal C. Bradsher 09/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are directly owned by Broadwood Partners, L.P. ("Broadwood Partners") and may be deemed to be indirectly beneficially owned by: (i) Broadwood Capital, Inc. ("Broadwood Capital") as General Partner of Broadwood Partners; and (ii) Neal C. Bradsher as President of Broadwood Capital. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 2 )On September 23, 2021, Broadwood Partners and Oncocyte Corporation (the "Issuer") entered into a Warrant Exercise Agreement pursuant to which: (i) the Issuer agreed to reduce the exercise price of a common stock warrant (the "Common Stock Warrant") held by Broadwood Partners to purchase up to 573,461 shares of the Issuer's common stock (the "Shares") from $3.25 per Share to $3.1525 per Share; and (ii) Broadwood Partners agreed to exercise the Common Stock Warrant in full on or prior to September 30, 2021. Shortly after executing the Warrant Exercise Agreement, Broadwood Partners exercised the Common Stock Warrant in full and received 573,461 Shares in exchange for payment to the Issuer of $1,807,835.81.
( 3 )(Continued from Footnote 2) The first two reported transactions reflect the deemed cancellation of the "old" Common Stock Warrant and the grant of a "replacement" Common Stock Warrant, respectively, pursuant to the amendment of the Common Stock Warrant set forth in the Warrant Exercise Agreement. The third reported transaction reflects Broadwood Partners' full exercise of the replacement Common Stock Warrant after executing the Warrant Exercise Agreement.
( 4 )These securities are directly owned by Neal C. Bradsher.
( 5 )These warrants are currently exercisable.

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