Sec Form 3 Filing - Havencrest Healthcare Partners, L.P. @ Oncology Institute, Inc. - 2021-11-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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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1. Name and Address of Reporting Person
Havencrest Healthcare Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI]
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)
2100 MCKINNEY AVE, SUITE 1760
3. Date of Earliest Transaction (MM/DD/YY)
11/12/2021
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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( 1 ) 15,662,794 I See 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Earnout Shares (Common Stock) ( 3 ) ( 3 ) ( 3 ) Common Stock 1,330,071 I See footnote( 2 )
Earnout Shares (Common Stock) ( 4 ) ( 4 ) ( 4 ) Common Stock 1,995,106 I See footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Havencrest Healthcare Partners, L.P.
2100 MCKINNEY AVE, SUITE 1760
DALLAS, TX75201
X
Havencrest Healthcare Partners GP, LLC
2100 MCKINNEY AVE, SUITE 1760
DALLAS, TX75201
X
TOI HC I, LLC
2100 MCKINNEY AVE, SUITE 1760
DALLAS, TX75201
X
Signatures
/s/ Havencrest Healthcare Partners, L.P., by Christopher W. Kersey as Manager and President of Havencrest Healthcare Partners GP, LLC 11/22/2021
Signature of Reporting Person Date
/s/ Havencrest Healthcare Partners GP, LLC, by Christopher W. Kersey as Manager and President 11/22/2021
Signature of Reporting Person Date
/s/ TOI HC I, LLC, by Christopher W. Kersey as Manager 11/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received on November 12, 2021, as consideration pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated as June 28, 2021, by and among DFP Healthcare Acqusitions Corp. (the "Issuer"), Orion Merger Sub I, Inc., Orion Merger Sub II, LLC, and TOI Parent, Inc. (such transactions therein, collectively, the "Business Combination").
( 2 )TOI HC I, LLC is the record holder of these shares. Havencrest Healthcare Partners, L.P. may be deemed to have beneficial ownership of the shares directly held by TOI HC I, LLC. Havencrest Healthcare Partners GP, LLC controls Havencrest Healthcare Partners, L.P. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.
( 3 )Received as part of the consideration in the Business Combination. Represents the right to receive shares of common stock (i) in the event the Issuer's stock price equals or exceeds (x) $12.50 per share for 20 days within any 30 consecutive trading days during the two-year period following the closing of the Business Combination, or (y) $15.00 per share for any 20 trading days within any 30-day trading period during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control.
( 4 )Received as part of the consideration in the Business Combination. Represents the right to receive shares of common stock (i) in the event the Issuer's stock price equals or exceeds $15.00 per share for any 20 trading days within any 30-day trading period during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control.

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