Amended Statement of Changes in Beneficial Ownership (4/a)
19 Avril 2023 - 12:50AM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
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PURA VIDA INVESTMENTS, LLC |
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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
512 W 22ND STREET, 7TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/6/2023 |
(Street)
NEW YORK, NY 10011 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/8/2023 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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Common Stock | 3/6/2023 | | J(1) | | 3890111 | D | (2) | 4589571 | I | By the Managed Accounts. (3)(4) |
Common Stock | | | | | | | | 767952 | I | By Pura Vida X Fund LP (3)(4) |
Common Stock | | | | | | | | 1381438 | I | By the Retirement Trust (3)(4) |
Common Stock | | | | | | | | 7427202 | I | By Pura Vida Master Fund, Ltd. (3)(4) |
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) | 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrant to purchase common stock | $1.53 | 3/6/2023 | | J (5) | | | 440964 | 4/19/2022 | 4/19/2027 | Common Stock | 440964 | (2) | 517245 | I | By the Managed Accounts. (6) |
Warrant to purchase common stock | $1.53 | | | | | | | 4/19/2022 | 4/19/2027 | Common Stock | 832949 | | 832949 | I | By Pura Vida Master Fund, Ltd. (6) |
Warrant to purchase common stock | $1.53 | | | | | | | 4/19/2022 | 4/19/2027 | Common Stock | 383976 | | 383976 | I | By Pura Vida X Fund LP (6) |
Warrant to purchase common stock | $1.53 | | | | | | | 4/19/2022 | 4/19/2027 | Common Stock | 690719 | | 690719 | I | By the Retirement Trust (6) |
Explanation of Responses: |
(1) | As of March 6, 2023, the Reporting Persons no longer have voting and dispositive power for certain Managed Accounts and therefore such shares are no longer deemed beneficially owned by the Reporting Persons. |
(2) | Not applicable. |
(3) | Securities reported herein are owned by Pura Vida Master Fund, Ltd., Pura Vida X Fund LP, and Lockheed Martin Corporation Master Retirement Trust (the "Retirement Trust") and certain separately managed accounts (the "Managed Accounts" and collectively, the "Client Accounts"). Pura Vida Investments, LLC ("PVI") serves as the investment manager or sub-adviser to the Client Accounts. Efrem Kamen serves as the Managing Member of PVI. |
(4) | By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the securities owned directly by the Client Accounts. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of the Reporting Person's pecuniary interest therein, if any. |
(5) | As of March 6, 2023, the Reporting Persons no longer have voting and dispositive power for certain Managed Accounts and therefore the warrants and the underlying common stock are no longer deemed beneficially owned by the Reporting Persons. |
(6) | See footnotes 3 and 4. |
Remarks: This amendment is being filed to include information about warrants, which was inadvertently omitted from the original Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PURA VIDA INVESTMENTS, LLC 512 W 22ND STREET 7TH FLOOR NEW YORK, NY 10011 |
| X |
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Kamen Efrem C/O PURA VIDA INVESTMENTS, LLC 512 W 22ND STREET, 7TH FLOOR NEW YORK, NY 10011 |
| X |
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Signatures
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/s/ Efrem Kamen, Managing Member of Pura Vida Investments, LLC | | 4/18/2023 |
**Signature of Reporting Person | Date |
/s/ Efrem Kamen | | 4/18/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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