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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Last Andrew J. 		2. Issuer Name and Ticker or Trading Symbol

OncoCyte Corp [ OCX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

20374 SENECA MEADOWS PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2017
(Street)

GERMANTOWN, MD 20876
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   $5.10   6/15/2017     A      6520   (1)        (2) 6/14/2027   Common Stock   6520   $0.00   6520   D    
Option to Purchase Common Stock   $5.10   6/15/2017     A      20000         (2) 6/14/2027   Common Stock   20000   $0.00   20000   D    

Explanation of Responses:
(1)  Options are granted to directors annually. These options are a "transitional grant" reflecting the change in the date of the annual grant from February to the date of the annual meeting of shareholders. The options are 32.60% of the annual grant for the 119-day gap between February 16, 2017, one year from the last annual grant, and June 15, 2017, date of the full annual grant for 2017-2018.
(2)  Will become exercisable in four equal installments on September 30, 2017, December 31, 2017, March 31, 2018, and one day before the Company's next annual meeting of shareholders, based upon continued service on the board of directors from the date of grant on June 15, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Last Andrew J.
20374 SENECA MEADOWS PARKWAY
GERMANTOWN, MD 20876 		X



Signatures
/s/Andrew J. Last 6/19/2017
** 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 control number.
OncoCyte (AMEX:OCX)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more OncoCyte Charts.
OncoCyte (AMEX:OCX)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more OncoCyte Charts.