Yale Podnos - Nov 12, 2021 Form 4 Insider Report for Oncology Institute, Inc. (TOI)

Role: Chief Medical Officer
Signature: By: /s/ Mark Hueppelsheuser, Attorney-in-Fact for Yale Podnos
Stock symbol: TOI
Transactions as of: Nov 12, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/16/2021, 08:58 PM
Next filing: Mar 29, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TOI	Common Stock	Award	$0	+11.4K		$0.00	11.4K	Nov 12, 2021	Direct	F1, F2
transaction	TOI	Common Stock	Award	$0	+17K		$0.00	17K	Nov 12, 2021	Direct	F1, F2, F3

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
transaction	TOI	Stock Options (right to buy)	Award	$0	+77.9K		$0.00	77.9K	Nov 12, 2021	Common Stock	77.9K	$0.86	Direct	F4
transaction	TOI	Stock Options (right to buy)	Award	$0	+68.2K		$0.00	68.2K	Nov 12, 2021	Common Stock	68.2K	$0.86	Direct	F5

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.