| 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). | |||||||||||||||||
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) 11/12/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 11/12/2021 | A | 11,359 | A(1)(2) | $0(2) | 11,359 | D | |||
| Common Stock | 11/12/2021 | A | 17,039 | A(1)(3) | $0(2) | 17,039 | 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 | ||||||||
| Stock Options (right to buy) | $0.86 | 11/12/2021 | A(4) | 77,916 | (4) | 11/16/2030 | Common Stock | 77,916 | $0 | 77,916 | D | ||||
| Stock Options (right to buy) | $0.86 | 11/12/2021 | A(5) | 68,208 | (5) | 11/16/2030 | Common Stock | 68,208 | $0 | 68,208 | D | ||||
| Explanation of Responses: |
| 1. On November 12, 2021, pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated as June 28, 2021, by and among DFP Healthcare Acqusitions Corp. ("DFP"), Orion Merger Sub I, Inc. ("First Merger Sub"), Orion Merger Sub II, LLC ("Second Merger Sub"), and TOI Parent, Inc. ("Old TOI"), First Merger Sub merged into Old TOI, with Old TOI being the surivivng corporation then Old TOI merged into Second Merger Sub, with Second Merger Sub being the surviving entity and a wholly owned subsidiary of DFP, which then changed its name to The Oncology Institute, Inc. (such transactions, collectively, the "Business Combination"). Upon consummation of the Business Combination, each issued and outstanding share of common stock of Old TOI was automatically cancelled and the holder thereof was entitled to receive its allocable share of cash and stock consideration pursuant to the Merger Agreement. |
| 2. These shares were received in connection with the Business Combination and represent restricted earn-out shares subject to forfeiture and unvested until such time the Issuer's stock price reaches $12.50 per share for 20 days within any 30 consecutive trading days for the two-year period following the closing of the Business Combination, subject to continued employment at such time. |
| 3. The shares were received in connection with the Business Combination and represent restricted earn-out shares subject to forfeiture and unvested until such time the Issuer's stock price reaches $15.00 per share for 20 days within any 30 consecutive trading days for the three-year period following the closing of the Business Combination, subject to continued employment at such time. |
| 4. These stock options were received in connection with the Business Combination in exchange for time-vested stock options to acquire shares of Old TOI, and reflect the holder's allocable share of stock consideration pursuant to the Merger Agreement. These options vest as to 1/4th of the total number of shares subject to the option on the first anniversary of November 16, 2020 (the "Original Grant Date"), and as 1/36th of the total number of shares monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Original Grant Date, subject to continued employment through the vest date. |
| 5. These stock options were received in connection with the Business Combination in exchange for performance based stock options to acquire shares of Old TOI, and reflect the holder's allocable share of stock consideration pursuant to the Merger Agreement.These options vest monthly for 36 months following November 12, 2021, the date of the closing of the Business Combination, subject to continued employment through the vest date. |
| By: /s/ Mark Hueppelsheuser, Attorney-in-Fact for Yale Podnos | 11/16/2021 | |
| ** 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 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. | ||