John Peter Gutfreund - 30 Jun 2023 Form 4 Insider Report for Oncocyte Corp (OCX)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
03 Jul 2023, 18:00:08 UTC
Prior SEC filing
05 Apr 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ John Peter Gutfreund

Key filing fact

John Peter Gutfreund filed Form 4 for Oncocyte Corp (OCX) on 03 Jul 2023.

Key facts

  • This page summarizes John Peter Gutfreund's Form 4 filing for Oncocyte Corp (OCX).
  • 2 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 03 Jul 2023, 18:00.

Change

  • Previous filing in this sequence was filed on 05 Apr 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

OCX transaction

Common Stock, no par value

Other

Transaction value
$0
Shares
-3,085,047
Change %
-100%
Price
$0.000000*
Shares after
0
Date
30 Jun 2023
Ownership
See Footnotes
Footnotes
F1, F2, F3
OCX holding

Common Stock, no par value

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
3,079,372
Date
30 Jun 2023
Ownership
See Footnotes
Footnotes
F3, F4, F5
OCX holding

Common Stock, no par value

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
25,000
Date
30 Jun 2023
Ownership
See Footnotes
Footnotes
F3, F6
OCX holding

Common Stock, no par value

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
715,000
Date
30 Jun 2023
Ownership
Direct
Footnotes
F7

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OCX transaction Derivative

Warrants to Purchase Common Stock

Other

Transaction value
$0
Shares
-3,564,728
Change %
-100%
Price
$0.000000*
Shares after
0
Date
30 Jun 2023
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
3,001,876
Exercise price
$1.53
Footnotes
F3, F8, F9, F10
OCX holding Derivative

Warrants to Purchase Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
992,495
Date
30 Jun 2023
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
835,785
Exercise price
$1.53
Footnotes
F3, F9, F11, F12
OCX holding Derivative

Warrants to Purchase Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
45,000
Date
30 Jun 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
45,000
Exercise price
$0.9700
Footnotes
F13
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

John Peter Gutfreund is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 13 footnotes

Footnote F1

Represents shares of Common Stock of Oncocyte Corporation (the "Issuer"), no par value (the "Common Stock"), that were distributed by Halle Special Situations Fund LLC (the "Halle Fund") on a pro rata basis to its members (the "Halle Common Stock Distribution").

Footnote F2

Represents shares of Common Stock directly beneficially owned by the Halle Fund. John Peter Gutfreund (the "Reporting Person") is the investment manager and a control person of Halle Capital Partners GP LLC, the managing member of the Halle Fund. In such capacity, the Reporting Person may be deemed to beneficially own any securities directly owned by the Halle Fund.

Footnote F3

The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement. The Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of the Reporting Person in such securities.

Footnote F4

Includes 2,004,372 shares of Common Stock received by Newtown Road 130 Holdings LLC ("Newtown") from the Halle Fund as a result of the Halle Common Stock Distribution. The acquisition of the shares of Common Stock by Newtown in the Halle Common Stock Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of the shares of Common Stock by Newtown in the Halle Common Stock Distribution from Section 16 of the Exchange Act.

Footnote F5

Represents shares of Common Stock directly beneficially owned by Newtown. The Reporting Person is the managing member and a control person of Newtown. In such capacity, the Reporting Person may be deemed to beneficially own any securities directly owned by Newtown.

Footnote F6

Represents shares of Common Stock held by or for the benefit of the minor children of the Reporting Person, and the Reporting Person has voting and dispositive control over such securities. In such capacity, the Reporting Person may be deemed to beneficially own any securities held by or for the benefit of the minor children of the Reporting Person.

Footnote F7

Includes 10,000 restricted stock units, which will vest on August 15, 2023.

Footnote F8

Represents warrants to purchase shares of Common Stock (the "Warrants") that were distributed by the Halle Fund on a pro rata basis to its members (the "Halle Warrant Distribution").

Footnote F9

The Warrants are currently exercisable, subject to a beneficial ownership limitation of 4.99%.

Footnote F10

Represents Warrants directly beneficially owned by the Halle Fund. The Reporting Person is the investment manager and a control person of Halle Capital Partners GP LLC, the managing member of the Halle Fund. In such capacity, the Reporting Person may be deemed to beneficially own any securities directly owned by the Halle Fund.

Footnote F11

Represents Warrants received by Newtown from the Halle Fund as a result of the Halle Warrant Distribution. The acquisition of the Warrants by Newtown in the Halle Warrant Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of the Warrants by Newtown in the Halle Warrant Distribution from Section 16 of the Exchange Act.

Footnote F12

Represents Warrants directly beneficially owned by Newtown. The Reporting Person is the managing member and a control person of Newtown. In such capacity, the Reporting Person may be deemed to beneficially own any securities directly owned by Newtown.

Footnote F13

The options to purchase shares of Common Stock will vest on August 15, 2023.

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