SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BROADWOOD PARTNERS, L.P. (Last) (First) (Middle) C/O BROADWOOD CAPITAL INC. 724 FIFTH AVENUE, 9TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OncoCyte Corp [ OCX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/17/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value	02/17/2017		X		425,000	A	$3.25	3,056,680	D(1)
Common Stock, no par value	02/17/2017		X		0	A	$3.25	3,056,680	I	Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	$3.25	02/17/2017		X			425,000	(3)	10/17/2021	Common Stock	425,000	(4)	1,113,461	D(1)
Warrant to Purchase Common Stock	$3.25	02/17/2017		X			0	(3)	10/17/2021	Common Stock	0	(4)	1,113,461	I	Footnote(2)
Warrant to Purchase Common Stock	$3.25	02/17/2017		J(5)		212,500		(3)	02/17/2022	Common Stock	212,500	(5)	212,500	D(1)
Warrant to Purchase Common Stock	$3.25	02/17/2017		J(5)		0		(3)	02/17/2022	Common Stock	0	(5)	212,500	I	Footnote(2)

1. Name and Address of Reporting Person* BROADWOOD PARTNERS, L.P. (Last) (First) (Middle) C/O BROADWOOD CAPITAL INC. 724 FIFTH AVENUE, 9TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BROADWOOD CAPITAL INC (Last) (First) (Middle) 724 FIFTH AVENUE, 9TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BRADSHER NEAL C (Last) (First) (Middle) C/O BROADWOOD CAPITAL INC. 724 FIFTH AVENUE, 9TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are owned by Broadwood Partners, L.P., which is a Reporting Person.

2. The reported securities are directly owned by Broadwood Partners, L.P. and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners, L.P. and Neal C. Bradsher as President of Broadwood Capital, Inc. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its 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.

3. These warrants are currently exercisable.

4. These warrants were purchased as part of a unit, with each unit consisting of one share and one warrant (each warrant entitles the holder to purchase one share), at a price of $3.25 per unit.

5. In consideration for the early exercise by Broadwood Partners, L.P. of 425,000 warrants on February 17, 2017, Broadwood Partners, L.P. received from the Issuer one new warrant with an exercise price of $3.25 for every two warrants that it exercised.

	Broadwood Partners, L.P. By: Broadwood Capital, Inc. By: /s/ Neal C. Bradsher, President	02/22/2017
	Broadwood Capital, Inc. By: /s/ Neal C. Bradsher, President	02/22/2017
	/s/ Neal C. Bradsher	02/22/2017
	** Signature of Reporting Person	Date
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