Sec Form 4 Filing - CHAPMAN KAREN B. @ OncoCyte Corp - 2016-02-16

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 CHAPMAN KAREN B. 2. Issuer Name and Ticker or Trading Symbol OncoCyte Corp [ OCX] 5. 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 (Last) (First) (Middle) 1010 ATLANTIC AVENUE, SUITE 102 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2016 (Street) ALAMEDA, CA94501 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Option to Purchase Common Stock $ 3.06 02/16/2016 A 60,000 ( 1 ) 02/15/2026 Common Stock 60,000 $ 0 60,000 D Option to Purchase Common Stock $ 2.2 ( 2 ) 01/08/2025 Common Stock 100,000 100,000 D Option to Purchase Common Stock $ 1.5 ( 3 ) 03/31/2018 Common Stock 200,000 200,000 D Option to Purchase Common Stock $ 2.2 ( 4 ) 01/08/2025 Common Stock 125,000 125,000 I By Spouse Option to Purchase Common Stock $ 1.34 ( 5 ) 12/28/2020 Common Stock 250,000 250,000 I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHAPMAN KAREN B. 1010 ATLANTIC AVENUE SUITE 102 ALAMEDA, CA94501 Vice President of Research Signatures /s/Karen B. Chapman 02/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One quarter of the options shall vest on February 15, 2017, subject to the completion of 12 months of continuous employment from the date of grant, 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. ( 2 )One quarter of the options vested on January 8, 2016 upon the completion of 12 months of continuous employment from the date of grant, 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 vested and became exercisable at the end of each full month of employment after the date of grant on April 1, 2011. ( 4 )One quarter of the options granted to Michael West vested on January 8, 2016, 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. ( 5 )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.

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).

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