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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BROADWOOD PARTNERS, L.P. (Last) (First) (Middle) C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 09/23/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, 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 (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	$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)

1. Name and Address of Reporting Person* BROADWOOD PARTNERS, L.P. (Last) (First) (Middle) C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BROADWOOD CAPITAL INC (Last) (First) (Middle) 142 WEST 57TH STREET, 11TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BRADSHER NEAL C (Last) (First) (Middle) C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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.

	Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	09/24/2021
	Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	09/24/2021
	/s/ Neal C. Bradsher	09/24/2021
	** Signature of Reporting Person	Date
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