Amendment: Director Hively Brad bought $47,168 worth of shares (45,280 units at $1.04), increasing direct ownership by 7% to 712,033 units (SEC Form 4)
$TOI
Medical/Nursing Services
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/28/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/26/2025 | P(2)(3) | 45,280(1) | A | $1.0417(4) | 712,033 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Common Warrant(2) | $1.198 | 03/26/2025 | P(2)(3) | 22,640(1) | 03/26/2025(5) | 03/26/2030 | Common Stock | 22,640(1) | $0.125(4) | 22,640 | D | ||||
| Explanation of Responses: |
| 1. This amendment is filed to correct the number of shares of Common Stock and number of Common Warrants acquired by the reporting person in the transaction reported on the original Form 4 filed on March 28, 2025. As a result of this correction, the amount of securities beneficially owned following the reported transaction specified in Table I, Column 5 and Table II, Column 9 have also been corrected. |
| 2. Represents securities purchased in a private placement transaction directly from the Company pursuant to a Securities Purchase Agreement, dated March 24, 2025 (the "Private Placement"). Pursuant to the terms of the Securities Purchase Agreement, the Company issued the reporting person Private Placement units consisting of two shares of the Company's common stock ("Common Stock") and a common warrant ("Common Warrant") to purchase one share of Common Stock (the "Private Placement Unit"). |
| 3. The issuance of the securities to the reporting person pursuant to the Private Placement was approved by the Company's board of directors and was deemed an exempt transaction pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 4. Each Private Placement Unit was purchased at a price of $2.2084 per unit, with a cost per share of Common Stock of $1.0417 and a cost per Common Warrant of $0.1250. |
| 5. The reporting person may not exercise any portion of a Common Warrant to the extent that the reporting person would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately prior to or after giving effect to such exercise, as such percentage ownership is determined in accordance with Section 13(d) under the Exchange Act. |
| /s/ Mark Hueppelsheuser, Attorney-in-Fact for Brad Hively | 04/28/2025 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||