Broadwood Partners, L.P. - Sep 23, 2021 Form 4 Insider Report for Oncocyte Corp (OCX)

Role
10%+ Owner
Signature
Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President
Stock symbol
OCX
Transactions as of
Sep 23, 2021
Transactions value $
$1,807,836
Form type
4
Date filed
9/24/2021, 04:56 PM
Previous filing
Jul 2, 2021
Next filing
Oct 1, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OCX Common Stock, no par value Exercise of in-the-money or at-the-money derivative security $1.81M +573K +3.42% $3.15 17.3M Sep 23, 2021 Direct F1, F2, F3
transaction OCX Common Stock, no par value Exercise of in-the-money or at-the-money derivative security $0 0 0% $0.00* 17.3M Sep 23, 2021 Footnote F1
holding OCX Common Stock, no par value 3.15K Sep 23, 2021 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OCX Warrant to Purchase Common Stock Disposed to Issuer -573K -100% 0 Sep 23, 2021 Common Stock 573K $3.25 Direct F1, F2, F3, F5
transaction OCX Warrant to Purchase Common Stock Disposed to Issuer 0 0 Sep 23, 2021 Common Stock 573K $3.25 Footnote F1, F2, F3, F5
transaction OCX Warrant to Purchase Common Stock Award +573K 573K Sep 23, 2021 Common Stock 573K $3.15 Direct F1, F2, F3, F5
transaction OCX Warrant to Purchase Common Stock Award 0 0% 573K Sep 23, 2021 Common Stock 573K $3.15 Footnote F1, F2, F3, F5
transaction OCX Warrant to Purchase Common Stock Exercise of in-the-money or at-the-money derivative security -573K -100% 0 Sep 23, 2021 Common Stock 573K $3.15 Direct F1, F2, F3, F5
transaction OCX Warrant to Purchase Common Stock Exercise of in-the-money or at-the-money derivative security 0 0 Sep 23, 2021 Common Stock 573K $3.15 Footnote F1, F2, F3, F5
holding OCX Warrant to Purchase Common Stock 270K Sep 23, 2021 Common Stock 270K $3.25 Direct F1, F5
holding OCX Warrant to Purchase Common Stock 270K Sep 23, 2021 Common Stock 0 $3.25 Footnote F1, F5
holding OCX Warrant to Purchase Common Stock 213K Sep 23, 2021 Common Stock 213K $3.25 Direct F1, F5
holding OCX Warrant to Purchase Common Stock 213K Sep 23, 2021 Common Stock 0 $3.25 Footnote F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 (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.
F4 These securities are directly owned by Neal C. Bradsher.
F5 These warrants are currently exercisable.