Sec Form 4 Filing - Hively Brad @ Oncology Institute, Inc. - 2021-11-12

Insider filing report for Changes in Beneficial Ownership
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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
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
Hively Brad
2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O THE ONCOLOGY INSTITUTE INC., 18000 STUDEBAKER RD, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
11/12/2021
(Street)
CERRITOS, CA90703
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 01/12/2021 A 141,380 A( 1 )( 2 ) $ 0( 2 ) 141,380 D
Common Stock 01/12/2021 A 212,070 A( 1 )( 3 ) $ 0( 2 ) 212,070 D
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
Stock Options (right to buy) $ 0.85 11/12/2021 A( 4 ) 993,460 ( 4 ) 12/02/2029 Common Stock 993,460 $ 0 $ 993,460 D
Stock Options (right to buy) $ 0.85 11/12/2021 A( 5 ) 823,971 ( 5 ) 12/02/2029 Common Stock 823,971 $ 0 $ 823,971 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hively Brad
C/O THE ONCOLOGY INSTITUTE INC.
18000 STUDEBAKER RD, SUITE 800
CERRITOS, CA90703
X Chief Executive Officer
Signatures
By: /s/ Mark Hueppelsheuser, Attorney-in-Fact for Brad Hively 11/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 12, 2021, pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated as June 28, 2021, by and among DFP Healthcare Acqusitions Corp. ("DFP"), Orion Merger Sub I, Inc. ("First Merger Sub"), Orion Merger Sub II, LLC ("Second Merger Sub"), and TOI Parent, Inc. ("Old TOI"), First Merger Sub merged into Old TOI, with Old TOI being the surivivng corporation then Old TOI merged into Second Merger Sub, with Second Merger Sub being the surviving entity and a wholly owned subsidiary of DFP, which then changed its name to The Oncology Institute, Inc. (such transactions, collectively, the "Business Combination"). Upon consummation of the Business Combination, each issued and outstanding share of common stock of Old TOI was automatically cancelled and the holder thereof was entitled to receive its allocable share of cash and stock consideration pursuant to the Merger Agreement.
( 2 )These shares were received in connection with the Business Combination and represent restricted earn-out shares subject to forfeiture and unvested until such time the Issuer's stock price reaches $12.50 per share for 20 days within any 30 consecutive trading days for the two-year period following the closing of the Business Combination, subject to continued employment at such time.
( 3 )The shares were received in connection with the Business Combination and represent restricted earn-out shares subject to forfeiture and unvested until such time the Issuer's stock price reaches $15.00 per share for 20 days within any 30 consecutive trading days for the three-year period following the closing of the Business Combination, subject to continued employment at such time.
( 4 )These stock options were received in connection with the Business Combination in exchange for time-vested stock options to acquire shares of Old TOI, and reflect the holder's allocable share of stock consideration pursuant to the Merger Agreement. These options vest as to 1/4th of the total number of shares subject to the option on the first anniversary of November 16, 2020 (the "Original Grant Date"), and as 1/36th of the total number of shares monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Original Grant Date, subject to continued employment through the vest date.
( 5 )These stock options were received in connection with the Business Combination in exchange for performance based stock options to acquire shares of Old TOI, and reflect the holder's allocable share of stock consideration pursuant to the Merger Agreement. These options vest monthly for 36 months following November 12, 2021, the date of the closing of the Business Combination, subject to continued employment through the vest date.

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