Sec Form 4 Filing - MECHEM KRISTINE C. @ OncoCyte Corp - 2018-06-07

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 MECHEM KRISTINE C. 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) VP of Marketing (Last) (First) (Middle) 1010 ATLANTIC AVENUE, SUITE 102 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2018 (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 $ 2.85 06/07/2018 A 50,000 ( 1 ) 06/06/2028 Common Stock 50,000 $ 0 50,000 D Option to Purchase Common Stock $ 2.35 ( 2 ) 05/22/2028 Common Stock 125,000 125,000 D Option to Purchase Common Stock $ 4.7 ( 3 ) 02/16/2027 Common Stock 67,500 67,500 D Option to Purchase Common Stock $ 3.06 ( 4 ) 02/15/2026 Common Stock 60,000 60,000 D Option to Purchase Common Stock $ 3.16 ( 5 ) 08/03/2025 Common Stock 100,000 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MECHEM KRISTINE C. 1010 ATLANTIC AVENUE SUITE 102 ALAMEDA, CA94501 VP of Marketing Signatures /s/Kristine C. Mechem 06/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One half of these options shall vest on the filing of the Medicare dossier for the Medicare local coverage determination for OncoCyte's DetermaVu product candidate, subject to continuous employment on such date, and the balance shall vest on the date of return from sabbatical and obtaining a Medicare local coverage determination for OncoCyte's DetermaVu product candidate, subject to continuous employment on such date. ( 2 )These options vest as to one-third of the shares on each of the completion of the clinical utility study for OncoCyte's DetermaVu product candidate, the filing of the Medicare dossier for the Medicare local coverage determination, and obtaining a Medicare local coverage determination for OncoCyte's DetermaVu product candidate. ( 3 )One quarter of the options vested on February 16, 2018, and the balance shall vest thereafter in 36 monthly installments upon the completion of each month of continuous employment. ( 4 )One quarter of the options vested on February 15, 2017, and the balance shall vest thereafter in 36 monthly installments upon the completion of each month of continuous employment. ( 5 )One quarter of the options vested on August 3, 2016, and the balance shall vest thereafter in 36 monthly installments upon the completion of each month of continuous employment.

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).

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