SEC FORM 4

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^*

PURA VIDA INVESTMENTS, LLC

(Last)

(First)

(Middle)

512 W 22ND STREET

7TH FLOOR

(Street)

NEW YORK

10011

(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)
04/14/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/14/2022		P		1,665,898⁽¹⁾	A	$1.3325	7,350,447	I	By Pura Vida Master Fund, Ltd.⁽²⁾⁽³⁾
Common Stock	04/14/2022		P		30,790	A	$1.227	7,381,237	I	By Pura Vida Master Fund, Ltd.⁽²⁾⁽³⁾
Common Stock	04/14/2022		P		92,370	A	$1.26	7,473,607	I	By Pura Vida Master Fund, Ltd.⁽²⁾⁽³⁾
Common Stock	04/14/2022		P		1,916,419⁽¹⁾	A	$1.3325	8,455,823	I	By the Managed Accounts⁽²⁾⁽³⁾
Common Stock	04/14/2022		P		19,210	A	$1.227	8,475,033	I	By the Managed Accounts⁽²⁾⁽³⁾
Common Stock	04/14/2022		P		57,630	A	$1.26	8,532,663	I	By the Managed Accounts⁽²⁾⁽³⁾
Common Stock	04/14/2022		P		767,952⁽¹⁾	A	$1.3325	767,952	I	By Pura Vida X Fund LP⁽²⁾⁽³⁾
Common Stock	04/14/2022		P		1,381,438⁽¹⁾	A	$1.3325	1,381,438	I	By the Retirement Trust⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to purchase common stock	$1.53	04/14/2022		P		832,949		04/19/2022⁽⁴⁾	04/19/2027	Common Stock	832,949	⁽¹⁾	832,949	I	By Pura Vida Master Fund, Ltd.⁽²⁾⁽³⁾
Warrant to purchase common stock	$1.53	04/14/2022		P		383,976		04/19/2022⁽⁴⁾	04/19/2027	Common Stock	383,976	⁽¹⁾	383,976	I	By Pura Vida X Fund LP⁽²⁾⁽³⁾
Warrant to purchase common stock	$1.53	04/14/2022		P		690,719		04/19/2022⁽⁴⁾	04/19/2027	Common Stock	690,719	⁽¹⁾	690,719	I	By the Retirement Trust⁽²⁾⁽³⁾
Warrant to purchase common stock	$1.53	04/14/2022		P		958,209		04/19/2022⁽⁴⁾	04/19/2027	Common Stock	958,209	⁽¹⁾	958,209	I	By the Managed Accounts⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

PURA VIDA INVESTMENTS, LLC

(Last)

(First)

(Middle)

512 W 22ND STREET

7TH FLOOR

(Street)

NEW YORK

10011

(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^*

Kamen Efrem

(Last)

(First)

(Middle)

C/O PURA VIDA INVESTMENTS, LLC

888 7TH AVENUE, 6TH FLOOR

(Street)

NEW YORK

10106

(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. Each share of common stock was purchased together with one warrant to purchase 0.5 shares of common stock at a combined offering price of $1.3325.

2. Shares reported herein are owned by Pura Vida Master Fund, Ltd. (the "Pura Vida Master Fund"), Pura Vida X Fund LP (the "Pura Vida X Fund"), Lockheed Martin Corporation Master Retirement Trust (the "Retirement Trust"), and certain separately managed accounts (the "Managed Accounts," 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.

3. 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.

4. The Warrants are subject to an ownership blocker provision that prevents the holder from exercising the Warrants if it would beneficially hold more than 19.99% of the common stock following such exercise.

	/s/ Efrem Kamen, Managing Member of Pura Vida Investments, LLC	04/18/2022
	/s/ Efrem Kamen	04/18/2022
	** 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 Number.