4//SEC Filing
Gutfreund John Peter 4
Accession 0001493152-23-011106
CIK 0001642380other
Filed
Apr 4, 8:00 PM ET
Accepted
Apr 5, 9:30 PM ET
Size
10.4 KB
Accession
0001493152-23-011106
Insider Transaction Report
Form 4
Gutfreund John Peter
Director
Transactions
- Award
Common Stock, no par value
2023-04-03$0.35/sh+1,000,000$354,400→ 1,075,000 total(indirect: See footnote) - Award
Common Stock, no par value
2023-04-03$0.35/sh+705,000$249,852→ 715,000 total - Disposition to Issuer
Series A Convertible Preferred Stock
2023-04-03−588.235→ 0 totalExercise: $1.53Exp: 2024-04-08→ Common Stock, no par value (384,470 underlying)
Footnotes (3)
- [F1]These shares of the Issuer's common stock, no par value ("Common Stock"), are held by Newtown Road 130 Holdings LLC ("Newtown"). The Reporting Person is the Managing Member of Newtown and in such capacity has the right to vote and dispose of securities held by Newtown.
- [F2]The 588.2353 shares of Series A Convertible Preferred Stock (the "Series A Shares") held by the Reporting Person were convertible into 384,470 shares of Common Stock, at a conversion price of $1.53 per share, subject to a beneficial ownership limitation of 4.99%, on April 8, 2024 or the earlier of occurrence of certain events or transactions specified in a purchase agreement by and among the Issuer, the Reporting Person, and certain other parties thereto (the "Purchase Agreement"). On April 3, 2023, the Issuer redeemed all of the Series A Shares for a cash payment of $618,672.34 calculated in accordance with the terms of the Purchase Agreement. The redemption of the Series A Shares was approved by the board of directors of the Issuer pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
- [F3]The Reporting Person previously misreported on his Form 3 filed with the Securities and Exchange Commission on August 8, 2022 the number of Series A Shares he owned due to an administrative error. As of the date of that Form 3 filing, the Reporting Person owned 588.2353 Series A Shares, not the 1,176.48 Series A Shares reported. Following the disposition of 588.2353 Series A Shares reported here, the Reporting Person does not own any Series A Shares.
Documents
Issuer
Oncocyte Corp
CIK 0001642380
Entity typeother
Related Parties
1- filerCIK 0001940797
Filing Metadata
- Form type
- 4
- Filed
- Apr 4, 8:00 PM ET
- Accepted
- Apr 5, 9:30 PM ET
- Size
- 10.4 KB