Statement of Changes in Beneficial Ownership (4)
June 11 2018 - 7:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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.
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2. Issuer Name
and
Ticker or Trading Symbol
OncoCyte Corp
[
OCX
]
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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
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(Last)
(First)
(Middle)
1010 ATLANTIC AVENUE, SUITE 102
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/7/2018
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(Street)
ALAMEDA, CA 94501
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option to Purchase Common Stock
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$2.85
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6/7/2018
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A
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50000
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(1)
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6/6/2028
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Common Stock
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50000
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$0.00
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50000
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D
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Option to Purchase Common Stock
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$2.35
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(2)
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5/22/2028
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Common Stock
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125000
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125000
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D
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Option to Purchase Common Stock
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$4.70
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(3)
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2/16/2027
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Common Stock
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67500
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67500
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D
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Option to Purchase Common Stock
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$3.06
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(4)
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2/15/2026
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Common Stock
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60000
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60000
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D
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Option to Purchase Common Stock
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$3.16
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(5)
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8/3/2025
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Common Stock
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100000
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100000
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MECHEM KRISTINE C.
1010 ATLANTIC AVENUE
SUITE 102
ALAMEDA, CA 94501
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VP of Marketing
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Signatures
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/s/Kristine C. Mechem
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6/11/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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