Sec Form 4 Filing - DFP Sponsor LLC @ 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
DFP Sponsor LLC
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 D( 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
Class B Common Stock ( 4 ) 11/12/2021 J( 5 ) 707,960 ( 4 ) ( 4 ) Class A Common Stock 707,960 $ 0 40 D( 2 )( 3 )
Class B Common Stock ( 4 ) 11/12/2021 C( 1 ) 40 ( 4 ) ( 4 ) Class A Common Stock 40 $ 0 0 D( 2 )( 3 )
Private Placement Warrants $ 11.5 11/12/2021 J( 6 ) 3,177,543 12/12/2021 11/12/2026 Class A Common Stock 3,177,543( 6 ) ( 6 ) 3,177,543( 6 ) D( 2 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DFP Sponsor LLC
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X Possible Members of 10% Group
HOCHBERG STEVEN
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X Possible Members of 10% Group
Atinsky Lawrence
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X Possible Members of 10% Group
Signatures
/s/ Lawrence Atinsky 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 DFP Sponsor, LLC (the "Sponsor"), as well as Steven Hochberg and Lawrence Atinsky, each of whom is a manager of the Sponsor.
( 3 )In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Sponsor is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each or Steven Hochberg and Lawrence Atinsky disclaims beneficial ownership of any such securities, except to the extent of his indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Hochberg or Mr. Atinsky is the beneficial owner of such securities for purposes of Section 16 or otherwise.
( 4 )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.
( 5 )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, the Sponsor forfeited 707,960 shares of Class B Common Stock for no consideration.
( 6 )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 Issuer's initial 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%.

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