Sec Form 3 Filing - M33 Growth I L.P. @ Oncology Institute, Inc. - 2021-11-12

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 M33 Growth I 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) 888 BOYLSTON STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2021 (Street) BOSTON, MA02199 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 13,703,803( 1 )( 2 ) D( 3 ) Common Stock 1,552,580( 1 )( 4 ) I See footnote( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other M33 Growth I L.P. 888 BOYLSTON STREET, SUITE 500 BOSTON, MA02199 X M33 Growth I GP LLC 888 BOYLSTON STREET, SUITE 500 BOSTON, MA02199 X TOI M, LLC 888 BOYLSTON STREET, SUITE 500 BOSTON, MA02199 X Signatures /s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC, the general partner of M33 Growth I LP 11/22/2021 Signature of Reporting Person Date /s/ Gabriel Ling, Managing Member 11/22/2021 Signature of Reporting Person Date /s/ Gabriel Ling, Managing Member 11/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received on November 12, 2021 pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021, by and among the Issuer, Orion Merger Sub I, Inc., a Delaware corporation, Orion Merger Sub II, LLC, a Delaware limited liability company and TOI Parent, Inc., a Delaware corporation (the "Business Combination"). ( 2 )The Reporting Persons may also receive, as additional merger consideration, 2,909,288 shares of the Issuer's common stock if the Issuer achieves a price per share of $12.50 during the two-year period following the Business Combination or a per share stock price of $15.00 during the three-year period following the Business Combination, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period. ( 3 )M33 Growth I GP LLC ("M33 LLC") is the general partner of M33 Growth I LP ("M33 GP") and may be deemed to beneficially own the shares held by M33 LP but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. ( 4 )The Reporting Person may also receive, as additional merger consideration, 329,609 shares of the Issuer's common stock if the Issuer achieves a price per share of $12.50 during the two-year period following the Business Combination or a per share stock price of $15.00 during the three-year period following the Business Combination, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period. ( 5 )These securities are held by TOI M, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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