New insider Carter Robert Ross claimed ownership of 31,994 shares (SEC Form 3)
$TOI
Medical/Nursing Services
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/20/2024 |
3. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 4,683(1) | D | |
| Common Stock | 1,161(2) | D | |
| Common Stock | 997(3) | D | |
| Common Stock | 9,571(4) | D | |
| Common Stock | 15,582(5) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Non-Qualified Stock Option (right to buy) | (6) | 03/21/2032 | Common Stock | 11,788 | $7.09 | D | |
| Non-Qualified Stock Option (right to buy) | (7) | 11/17/2032 | Common Stock | 6,747 | $1.87 | D | |
| Non-Qualified Stock Option (right to buy) | (8) | 03/17/2033 | Common Stock | 31,903 | $0.481 | D | |
| Non-Qualified Stock Option (right to buy) | (9) | 05/21/2034 | Common Stock | 38,956 | $2 | D | |
| Explanation of Responses: |
| 1. Shares of Common Stock issued upon vesting and settlement of restricted stock units ("RSUs") prior to the reporting person's appointment as an executive officer of the Company. |
| 2. Represents unvested RSUs awarded to the reporting person on March 21, 2022 (the "March 2022 Grant Date"). 1/4 of the RSUs vested on the first anniversary of the March 2022 Grant Date (the "March 2022 Vesting Commencement Date"), with the remaining RSUs vesting in three equal annual installments on each successive anniversary of the March 2022 Vesting Commencement Date, subject to the reporting person's continued service with the Company through the respective vesting dates. |
| 3. Represents unvested RSUs awarded to the reporting person on November 17, 2022 (the "November 2022 Grant Date"). 1/4 of the RSUs vested on the first anniversary of the November 2022 Grant Date (the "November 2022 RSU Vesting Commencement Date"), with the remaining RSUs vesting in three equal annual installments on each anniversary of the November 2022 Vesting Commencement Date, subject to the reporting person's continued service with the Company through the respective vesting dates. |
| 4. Represents unvested RSUs awarded to the reporting person on March 17, 2023 (the "2023 Grant Date"). 1/4 of the RSUs vested on the first anniversary of the 2023 Grant Date (the "2023 Vesting Commencement Date"), with the remaining RSUs vesting in three equal annual installments on each successive anniversary of the 2023 Vesting Commencement Date, subject to the reporting person's continued service with the Company through the respective vesting dates. |
| 5. Represents unvested RSUs awarded to the reporting person on May 21, 2024 (the "2024 Grant Date"). 1/4 of the RSUs will vest on the first anniversary of the 2024 Grant Date (the "2024 Vesting Commencement Date"), with the remaining RSUs vesting in three equal annual installments on each successive anniversary of the 2024 RSU Vesting Commencement Date, subject to the reporting person's continued service with the Company through the respective vesting dates. |
| 6. The stock options vest as to 1/4 of the options granted on the March 2022 Vesting Commencement Date, with the remaining options vesting in three equal annual installments on each successive anniversary of the March 2022 Vesting Commencement Date, subject to the reporting person's continued service with the Company through the respective vesting dates. |
| 7. The stock options vest as to 1/4 of the options granted on the November 2022 Vesting Commencement Date, with the remaining options vesting in three equal annual installments on each successive anniversary of the November 2022 Vesting Commencement Date, subject to the reporting person's continued service with the Company through the respective vesting dates. |
| 8. The stock options vest as to 1/4 of the options granted on the 2023 Vesting Commencement Date, with the remaining options vesting in three equal annual installments on each successive anniversary of the 2023 Vesting Commencement Date, subject to the reporting person's continued service with the Company through the respective vesting dates. |
| 9. The stock options vest as to 1/4 of the options granted on the 2024 Vesting Commencement Date, with the remaining options vesting in three equal annual installments on each successive anniversary of the 2024 Vesting Commencement Date, subject to the reporting person's continued service with the Company through the respective vesting dates. |
| Remarks: |
| **Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Mark Hueppelsheuser, Attorney-in-Fact for Robert Ross Carter | 09/30/2024 | |
| ** 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 5 (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. | ||