SEC Form 3: New insider Havencrest Healthcare Partners, L.P. claimed ownership of 15,662,794 shares
$DFPH
Business Services
Finance
| 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) 11/12/2021 |
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(1) | 15,662,794 | I | See footnote(2) |
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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 | ||||
| Earnout Shares (Common Stock) | (3) | (3) | Common Stock | 1,330,071 | (3) | I | See footnote(2) |
| Earnout Shares (Common Stock) | (4) | (4) | Common Stock | 1,995,106 | (4) | I | See footnote(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Received on November 12, 2021, as consideration pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated as June 28, 2021, by and among DFP Healthcare Acqusitions Corp. (the "Issuer"), Orion Merger Sub I, Inc., Orion Merger Sub II, LLC, and TOI Parent, Inc. (such transactions therein, collectively, the "Business Combination"). |
| 2. TOI HC I, LLC is the record holder of these shares. Havencrest Healthcare Partners, L.P. may be deemed to have beneficial ownership of the shares directly held by TOI HC I, LLC. Havencrest Healthcare Partners GP, LLC controls Havencrest Healthcare Partners, L.P. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
| 3. Received as part of the consideration in the Business Combination. Represents the right to receive shares of common stock (i) in the event the Issuer's stock price equals or exceeds (x) $12.50 per share for 20 days within any 30 consecutive trading days during the two-year period following the closing of the Business Combination, or (y) $15.00 per share for any 20 trading days within any 30-day trading period during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control. |
| 4. Received as part of the consideration in the Business Combination. Represents the right to receive shares of common stock (i) in the event the Issuer's stock price equals or exceeds $15.00 per share for any 20 trading days within any 30-day trading period during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control. |
| Remarks: |
| /s/ Havencrest Healthcare Partners, L.P., by Christopher W. Kersey as Manager and President of Havencrest Healthcare Partners GP, LLC | 11/22/2021 | |
| /s/ Havencrest Healthcare Partners GP, LLC, by Christopher W. Kersey as Manager and President | 11/22/2021 | |
| /s/ TOI HC I, LLC, by Christopher W. Kersey as Manager | 11/22/2021 | |
| ** 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. | ||