Havencrest Healthcare Partners, L.P. - Nov 12, 2021 Form 3 Insider Report for Oncology Institute, Inc. (TOI)

Role: 10%+ Owner
Signature: /s/ Havencrest Healthcare Partners, L.P., by Christopher W. Kersey as Manager and President of Havencrest Healthcare Partners GP, LLC
Stock symbol: TOI
Transactions as of: Nov 12, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/22/2021, 03:28 PM
Next filing: Aug 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TOI	Common stock						15.7M	Nov 12, 2021	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TOI	Earnout Shares (Common Stock)							Nov 12, 2021	Common Stock	1.33M		See footnote	F2, F3
holding	TOI	Earnout Shares (Common Stock)							Nov 12, 2021	Common Stock	2M		See footnote	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	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.
F4	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.