Ronald Asbury Andrews - 15 Mar 2022 Form 4 Insider Report for Oncocyte Corp (OCX)

Role: Chief Executive Officer, Director
Signature: /s/ Ronald Andrews
Issuer symbol: OCX
Transactions as of: 15 Mar 2022
Net transactions value: $0
Form type: 4
Filing time: 17 Mar 2022, 21:24:56 UTC
Previous filing: 13 Jan 2022
Next filing: 18 Aug 2022
SEC: View on sec.gov

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	Option to Purchase Common Stock	Award	$0	+300,000		$0.000000	300,000	15 Mar 2022	Common Stock	300,000	$1.15	Direct	F1
transaction	OCX	Option to Purchase Common Stock	Award	$0	+200,000		$0.000000	200,000	15 Mar 2022	Common Stock	200,000	$1.15	Direct	F2
transaction	OCX	Option to Purchase Common Stock	Award	$0	+375,000		$0.000000	375,000	15 Mar 2022	Common Stock	375,000	$1.15	Direct	F3
transaction	OCX	Restricted Stock Units	Award	$0	+35,000		$0.000000	35,000	15 Mar 2022	Common Stock	35,000	$0.000000	Direct	F4
transaction	OCX	Restricted Stock Units	Award	$0	+500,000		$0.000000	500,000	15 Mar 2022	Common Stock	500,000	$0.000000	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	25% of the options will become exercisable after one year of continuous service from the effective date of grant, and the balance will become exercisable in 36 equal monthly installments commencing one year after the date of grant subject to continuous service through the applicable vesting date.
F2	Options vest subject to the Issuer's achievement of pre-defined product development, regulatory and financial goals in 2022. 100% of the options will vest on December 31, 2023, if such pre-defined goals have been achieved in 2022, subject to continuous service through the vesting date.
F3	Options vest subject to the Issuer's achievement of pre-defined product-related milestones and financial performance and corporate budget objectives in 2022. The number of options that will vest will be determined based on the Issuer's level of achievement in 2022 with respect to such pre-defined objectives. If such pre-defined objectives are not achieved at a minimum level, no vesting will occur and the options will be cancelled. Options will vest in annual installments over three years from the effective date of grant, if such pre-defined objectives have been achieved in 2022, subject to continuous service through the applicable vesting date.
F4	The restricted stock units shall vest upon the completion of one year of continuous service from the date of grant.
F5	The restricted stock units will vest immediately upon the Issuer's achievement with respect to pre-defined market capitalization objectives and product-related milestones during the period beginning on January 1, 2022 and ending on December 31, 2024, subject to continuous service through the applicable vesting date. The number of restricted stock units that will vest will be determined based on the Issuer's level of achievement with respect to such pre-defined milestones. If such pre-defined milestones are not achieved at a minimum level, no vesting will occur and the restricted stock units will be cancelled.