Statement of Changes in Beneficial Ownership (4)

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 ^* BROADWOOD PARTNERS, L.P.	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)
(Last) (First) (Middle) C/O BROADWOOD CAPITAL INC., 142 WEST 57TH STREET, 11TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 9/23/2021
(Street) NEW YORK, NY 10019 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	9/23/2021		X		573461	A	$3.1525 ⁽²⁾⁽³⁾	17349945	D ⁽¹⁾
Common Stock, no par value	9/23/2021		X		0	A	$0	17349945	I	Footnote ⁽¹⁾
Common Stock, no par value								3145	D ⁽⁴⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$3.25	9/23/2021		D ⁽²⁾⁽³⁾			573461	⁽⁵⁾	10/17/2021	Common Stock	573461	⁽²⁾⁽³⁾	0	D ⁽¹⁾
Warrant to Purchase Common Stock	$3.25	9/23/2021		D ⁽²⁾⁽³⁾			0	⁽⁵⁾	10/17/2021	Common Stock	573461	⁽²⁾⁽³⁾	0	I	Footnote ⁽¹⁾
Warrant to Purchase Common Stock	$3.1525	9/23/2021		A ⁽²⁾⁽³⁾		573461		⁽⁵⁾	9/30/2021	Common Stock	573461	⁽²⁾⁽³⁾	573461	D ⁽¹⁾
Warrant to Purchase Common Stock	$3.1525	9/23/2021		A ⁽²⁾⁽³⁾		0		⁽⁵⁾	9/30/2021	Common Stock	573461	⁽²⁾⁽³⁾	573461	I	Footnote ⁽¹⁾
Warrant to Purchase Common Stock	$3.1525	9/23/2021		X ⁽²⁾⁽³⁾			573461	⁽⁵⁾	9/30/2021	Common Stock	573461	⁽²⁾⁽³⁾	0	D ⁽¹⁾
Warrant to Purchase Common Stock	$3.1525	9/23/2021		X ⁽²⁾⁽³⁾			0	⁽⁵⁾	9/30/2021	Common Stock	573461	⁽²⁾⁽³⁾	0	I	Footnote ⁽¹⁾
Warrant to Purchase Common Stock	$3.25							⁽⁵⁾	7/21/2022	Common Stock	270000		270000	D ⁽¹⁾
Warrant to Purchase Common Stock	$3.25							⁽⁵⁾	7/21/2022	Common Stock	0		270000	I	Footnote ⁽¹⁾
Warrant to Purchase Common Stock	$3.25							⁽⁵⁾	2/17/2022	Common Stock	212500		212500	D ⁽¹⁾
Warrant to Purchase Common Stock	$3.25							⁽⁵⁾	2/17/2022	Common Stock	0		212500	I	Footnote ⁽¹⁾

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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROADWOOD PARTNERS, L.P. C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY 10019		X
BROADWOOD CAPITAL INC 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY 10019		X
BRADSHER NEAL C C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY 10019		X

Signatures
Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President		9/24/2021
^**Signature of Reporting Person		Date
Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President		9/24/2021
^**Signature of Reporting Person		Date
/s/ Neal C. Bradsher		9/24/2021
^**Signature of Reporting Person		Date