Richy Agajanian - Nov 12, 2021 Form 3 Insider Report for Oncology Institute, Inc. (TOI)

Role: 10%+ Owner
Signature: /s/ Richy Agajanian, M.D.
Stock symbol: TOI
Transactions as of: Nov 12, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/24/2021, 08:06 PM
Next filing: May 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TOI	Class A Common Stock						7.64M	Nov 12, 2021	See Footnote	F1, F2
holding	TOI	Class A Common Stock						507K	Nov 12, 2021	See Footnote	F1, F10

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	Earn Out Right							Nov 12, 2021	See Footnote	731K		See Footnote	F2, F3
holding	TOI	Earn Out Right							Nov 12, 2021	See Footnote	1.1M		See Footnote	F2, F4
holding	TOI	Stock Option (right to buy)							Nov 12, 2021	See Footnote	596K	$0.85	See Footnote	F5, F7
holding	TOI	Stock Option (right to buy)							Nov 12, 2021	See Footnote	573K	$0.86	See Footnote	F6, F7
holding	TOI	Restricted Shares							Nov 12, 2021	See Footnote	90.9K		See Footnote	F7, F8
holding	TOI	Restricted Shares							Nov 12, 2021	See Footnote	136K		See Footnote	F7, F9
holding	TOI	Earn Out Right							Nov 12, 2021	See Footnote	43K		See Footnote	F3, F10
holding	TOI	Earn Out Right							Nov 12, 2021	See Footnote	64.6K		See Footnote	F4, F10

* 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 (the "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	Held directly by Jimmy Holdings, Inc., a ten percent owner of the issuer and indirectly by Richy Agajanian, the sole holder of all of the outstanding capital stock of Jimmy Holdings, Inc.
F3	The contractual holder of the earn out right has the right to receive additional Class A Common Stock in connection with the Business Combination. These shares will be received (i) in the event the Issuer's stock price equals or exceeds (x) $12.50 per share for 20 trading 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 consecutive trading days during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control.
F4	The contractual holder of the earn out right has the right to receive Class A Common Stock in connection with the Business Combination. These shares will be received (i) in the event the Issuer's stock price equals or exceeds $15.00 per share for any 20 trading days within any 30 consecutive trading days during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control.
F5	These stock options for Class A Common Stock 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 vested as to 1/4th of the total number of shares subject to the option on the first anniversary of the date of grant, September 18, 2018 (the "Original Grant Date"), and as to 1/36th of the total number of remaining 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. As of the date of this filing 459,475 of the option shares are vested and 136,600 remaining subject to vesting. The vesting of these options will accelerate and fully vest upon the occurrence of certain events specified in the grant agreement for such stock options.
F6	These stock options for Class A Common Stock 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. The vesting of these options will accelerate upon a Change in Control, and in connection with termination of employment without Cause, resignation of employment for Good Reason, or in connection with death or Disability (as each of those capitalized terms is defined in the grant agreement for such stock options).
F7	Held by Richy Agajanian's spouse. The reporting persons disclaim beneficial ownership of these securities.
F8	These shares were received in connection with the Business Combination and represent restricted earn-out shares of Class A Common Stock subject to forfeiture and unvested until such time the Issuer's stock price reaches $12.50 per share for 20 trading 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.
F9	The shares were received in connection with the Business Combination and represent restricted earn-out shares of Class A Common Stock 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.
F10	Held by Agajanian Holdings LLC. The membership interests of Agajanian Holdings LLC are held by three trusts each of which Richy Agajanian is a trustee or co-trustee and in such capacity has or shares voting and dispositive authority. The reporting persons disclaim beneficial ownership of these securities except to extent of Richy Agajanian's pecuniary interest as a result of being a beneficiary of one or more of the trusts.