Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BROADWOOD PARTNERS, L.P.
   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)
(Last)
(First)
(Middle)
C/O BROADWOOD CAPITAL INC., 724 FIFTH AVENUE, 9TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
07/21/2017
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 07/21/2017   X   540,000 A $ 3.25 3,596,680 D (1)  
Common Stock, no par value 07/21/2017   X   0 A $ 3.25 3,596,680 I Footnote (2)
Common Stock, no par value               3,145 D (6)  

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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 Underlying Securities
(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 $ 3.25 07/21/2017   X     540,000   (3) 10/17/2021 Common Stock 540,000 (4) 573,461 D (1)  
Warrant to Purchase Common Stock $ 3.25 07/21/2017   X     0   (3) 10/17/2021 Common Stock 0 (4) 573,461 I Footnote (2)
Warrant to Purchase Common Stock $ 3.25 07/21/2017   J(5)   270,000     (3) 07/21/2022 Common Stock 270,000 (5) 270,000 D (1)  
Warrant to Purchase Common Stock $ 3.25 07/21/2017   J(5)   0     (3) 07/21/2022 Common Stock 0 (5) 270,000 I Footnote (2)
Warrant to Purchase Common Stock $ 3.25               (3) 02/17/2022 Common Stock 212,500   212,500 D (1)  
Warrant to Purchase Common Stock $ 3.25               (3) 02/17/2022 Common Stock 0   212,500 I Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BROADWOOD PARTNERS, L.P.
C/O BROADWOOD CAPITAL INC.
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019		     X    
BROADWOOD CAPITAL INC
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019		     X    
BRADSHER NEAL C
C/O BROADWOOD CAPITAL INC.
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019		     X    

Signatures

 Broadwood Partners, L.P. By: Broadwood Capital, Inc. By: /s/ Neal C. Bradsher, President   07/25/2017
**Signature of Reporting Person Date
 Broadwood Capital, Inc. By: /s/ Neal C. Bradsher, President   07/25/2017
**Signature of Reporting Person Date
 /s/ Neal C. Bradsher   07/25/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 540,000 warrants on July 21, 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.
(6) The securities are owned by Neal C. Bradsher, who is a Reporting Person.

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