Ravi Yang Sarin - Nov 12, 2021 Form 4/A - Amendment Insider Report for Oncology Institute, Inc. (TOI)

Role
Director
Signature
By: /s/ Mark Hueppelsheuser, Attorney-in-Fact for Ravi Sarin
Stock symbol
TOI
Transactions as of
Nov 12, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
11/22/2021, 03:15 PM
Date Of Original Report
Nov 16, 2021
Next filing
Mar 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TOI Common Stock Award +4.11M 4.11M Nov 12, 2021 By LLC 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
transaction TOI Earn Out Rights Award $0 +349K $0.00 349K Nov 12, 2021 Common Stock 349K By LLC F1, F2, F3
transaction TOI Earn Out Rights Award $0 +523K $0.00 523K Nov 12, 2021 Common Stock 523K By LLC F1, F2, F3, F4
* 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, 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 governing the Business Combination. Represents shares acquired in the Business Combination.
F2 Reflects securities owned by OncologyCare Partners, LLC. OncologyCare Holdings, LLC is the manager of OncologyCare Partners, LLC, and, Ravi Sarin formerly served as the managing member of OncologyCare Holdings, LLC and continues to have the ability to influence the vote and disposition of the shares in certain circumstances, and thus may be deemed to indirectly beneficially own the shares, which Mr. Ravi disclaims except to the extent of his 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.

Remarks:

This amendment restates in its entirety the Form 4 filed November 16, 2021, which was unexecuted and in draft form. As compared to the Form 4, this amendment: (i) includes the earn out rights; (ii) confirms and corrects that OncologyCare Partners is not a Section 16 reporting person and is not a joint filer on the Form 4; and (iii) corrects the footnote disclosures.