Sec Form 4 Filing - Flynn James E @ Oncology Institute, Inc. - 2021-11-12

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 Flynn James E 2. Issuer Name and Ticker or Trading Symbol Oncology Institute, Inc. [ DFPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Possible Members of 10% Group (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2021 (Street) NEW YORK, NY10010 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 Class A Common Stock 11/12/2021 C( 1 ) 40 A 40 I Through DFP Sponsor, LLC( 2 )( 3 ) Class A Common Stock 11/12/2021 C( 1 ) 85,113 A 85,113 I Through Deerfield Management Company, L.P.( 2 )( 3 )( 4 ) Class A Common Stock 1,605,477 I Through Deerfield Partners, L.P.( 2 )( 3 ) Class A Common Stock 1,605,477 I Through Deerfield Private Design Fund IV, L.P.( 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 (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 Series A Common Stock Equivalent Convertible Preferred Stock ( 5 ) 11/12/2021 P 50,000 ( 5 ) ( 5 ) Class A Common Stock 5,000,000 $ 1,000 58,945 I Through Deerfield Partners, L.P.( 2 )( 3 ) Series A Common Stock Equivalent Convertible Preferred Stock ( 5 ) 11/12/2021 P 50,000 ( 5 ) ( 5 ) Class A Common Stock 5,000,000 $ 1,000 58,945 I Through Deerfield Private Design Fund IV, L.P.( 2 )( 3 ) Series A Common Stock Equivalent Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 4,562,000 45,620 I Through DFP Sponsor, LLC( 2 )( 3 ) Class B Common Stock ( 6 ) 11/12/2021 J( 7 ) 707,960 ( 6 ) ( 6 ) Class A Common Stock 707,960 $ 0 40 I Through DFP Sponsor, LLC( 2 )( 3 ) Class B Common Stock ( 6 ) 11/12/2021 J( 7 ) 14,887 ( 6 ) ( 6 ) Class A Common Stock 14,887 $ 0 85,113 I Through Deerfield Management Company, L.P.( 2 )( 3 )( 4 ) Class B Common Stock ( 6 ) 11/12/2021 C( 1 ) 40 ( 6 ) ( 6 ) Class A Common Stock 40 $ 0 0 I Through DFP Sponsor, LLC( 2 )( 3 ) Class B Common Stock ( 6 ) 11/12/2021 C( 1 ) 85,113 ( 6 ) ( 6 ) Class A Common Stock 85,113 $ 0 0 I Through Deerfield Management Company, L.P.( 2 )( 3 )( 4 ) Private Placement Warrants $ 11.5 11/12/2021 J( 8 ) 3,177,543 12/12/2021 11/12/2026 Class A Common Stock 3,177,543( 8 ) ( 8 ) 3,177,543( 8 ) I Through DFP Sponsor, LLC( 2 )( 3 ) Public Warrants $ 11.5 11/12/2021 J( 9 ) 625,000 12/12/2021 11/12/2026 Class A Common Stock 625,000( 9 ) ( 9 ) 625,000( 9 ) I Through Deerfield Partners, L.P.( 2 )( 3 ) Public Warrants $ 11.5 11/12/2021 J( 9 ) 625,000 12/12/2021 11/12/2026 Class A Common Stock 625,000( 9 ) ( 9 ) 625,000( 9 ) I Through Deerfield Private Design Fund IV, L.P.( 2 )( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Possible Members of 10% Group Deerfield Mgmt L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Possible Members of 10% Group DEERFIELD PARTNERS, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Possible Members of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Possible Members of 10% Group Deerfield Mgmt IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Possible Members of 10% Group Deerfield Private Design Fund IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Possible Members of 10% Group Signatures /s/ Jonathan Isler, Attorney-in-Fact 11/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration. ( 2 )This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor"). ( 3 )In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. ( 4 )Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management. ( 5 )Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. ( 6 )The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date. ( 7 )In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, DFP Sponsor, LLC (the "Sponsor") forfeited 707,960 shares of Class B Common Stock and Steven Hochberg forfeited 14,887 shares of Class B Common Stock for no consideration. ( 8 )The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%. ( 9 )Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

Remarks: Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn

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