Aea Growth Equity Fund Lp - Sep 20, 2023 Form 4 Insider Report for American Oncology Network, Inc. (DTOC)

Role
10%+ Owner
Signature
AEA Growth Equity Fund LP and AEA Growth Equity Fund (Parallel) LP, each by: AEA Growth Equity Partners LP and AEA Growth Equity GP LLC, its general partners, by: /s/ Michelle Marcellus, VP; /s/ Barbara L. Burns, Attorney-in-Fact for Brian R. Hoesterey
Stock symbol
DTOC
Transactions as of
Sep 20, 2023
Transactions value $
$0
Form type
4
Date filed
9/22/2023, 06:29 PM

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 DTOC Series A Convertible Preferred Stock Award +4.83M 4.83M Sep 20, 2023 Class A Common Stock 4.83M $10.00 Held through AEA Growth Equity Fund LP F1, F2, F3, F4, F5
transaction DTOC Series A Convertible Preferred Stock Award +1.82M 1.82M Sep 20, 2023 Class A Common Stock 1.82M $10.00 Held through AEA Growth Equity Fund (Parallel) LP F1, F2, F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 20, 2023, the date of the closing of the transactions contemplated by that certain Third Amended and Restated Business Combination Agreement (the "Closing Date" and such closing, the "Closing"), and immediately prior to the Closing, each outstanding Class C Unit of American Oncology Network, LLC ("AON LLC") held by GEF AON Holdings Cop. ("GEF") was exchanged for one Series A Preferred Unit of AON LLC. On the Closing Date and following the adoption of the Second Amended and Restated Certificate of Incorporation of the Issuer and the filing of the Certificates of Designation of the Issuer, DTOC Merger Sub, Inc. merged with and into GEF and the Issuer issued to the Reporting Persons 6,651,610 shares of Series A Preferred Stock of the Issuer (the "Preferred Stock") in exchange for all the shares of Class A Common Stock of GEF held by the Reporting Persons (the "First Merger").
F2 Each share of the Preferred Stock is convertible, in whole or in part, into one share of Class A Common Stock of the Issuer (based on an initial conversion price of $10.00 per share, which is subject to adjustment upon the occurrence of certain events, the "Conversion Price") at any time, at the Reporting Person's election. The number of shares of the Issuer's Class A Common Stock received per share of Preferred Stock upon conversion equals the sum of (A) $10.00 (as adjusted upon the occurrence of certain events) and (B) any accrued, unpaid annual dividends, divided by the Conversion Price, with cash in-lieu of fractional shares.
F3 The Preferred Stock is perpetual and therefore has no expiration date.
F4 These securities are directly held by AEA Growth Equity Fund LP, the general partner of which is AEA Growth Equity Partners LP.
F5 AEA Growth Equity GP LLC is the general partner of AEA Growth Equity Partners LP. The sole member of AEA Growth Equity GP LLC is AEA Management UGP LLC, the managing member of which is Brian Hoesterey.
F6 These securities are directly held by AEA Growth Equity Fund (Parallel) LP, the general partner of which is AEA Growth Equity Partners LP.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons other than Mr. Hoesterey are subject to Section 16 of the Exchange Act or that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.