Diona Simoneit - Apr 1, 2022 Form 3 Insider Report for Oncology Institute, Inc. (TOI)

Role: Chief Accounting Officer, Principal Accounting Officer
Signature: /s/ Mark Hueppelsheuser, Attorney-in-Fact for Diona Simoneit
Stock symbol: TOI
Transactions as of: Apr 1, 2022
Transactions value $: $0
Form type: 3
Date filed: 4/5/2022, 05:44 PM
Next filing: Nov 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TOI	Earnout Shares 1 (Common Stock)						7.45K	Apr 1, 2022	Direct	F1
holding	TOI	Earnout Shares 2 (Common Stock)						11.2K	Apr 1, 2022	Direct	F2
holding	TOI	Common stock						2.06K	Apr 1, 2022	Direct	F3
holding	TOI	Common stock						8.81K	Apr 1, 2022	Direct	F4

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	Stock Options (right to buy)							Apr 1, 2022	Common stock	81.8K	$0.86	Direct	F5
holding	TOI	Stock Options (right to buy)							Apr 1, 2022	Common stock	14.1K	$0.86	Direct	F6
holding	TOI	Stock Options (right to buy)							Apr 1, 2022	Common stock	10.5K	$7.09	Direct	F7
holding	TOI	Stock Options (right to buy)							Apr 1, 2022	Common stock	44.7K	$7.09	Direct	F8

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

Explanation of Responses:

Id	Content
F1	Represents restricted earn-out shares subject to forfeiture and unvested until such time that 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 of the Issuer, pursuant to that certain Agreement and Plan of Merger dated as of June 28, 2021, by and among DFP Healthcare Acquisitions Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC, and TOI Parent, Inc., that closed on November 12, 2021 (the "Business Combination"), subject to continued employment at such time.
F2	Represents restricted earn-out shares subject to forfeiture and unvested until such time that 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.
F3	Represents restricted stock units ("RSUs") that vest in four equal annual installments on each of the first four anniversaries of November 12, 2021 (the "Vesting Commencement Date"), with all RSUs becoming vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.
F4	Represents RSUs with 1/3rd of the RSUs vesting on the second anniversary of the Vesting Commencement Date, with the remaining RSUs vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all RSUs becoming vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.
F5	These options vest as to 1/4th of the total number of shares subject to the option on the first anniversary of January 11, 2021 (the "Original Grant Date"), and as to 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.
F6	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.
F7	The stock options vest in four equal annual installments on each of the first four anniversaries of the Vesting Commencement Date, with all options becoming vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.
F8	The stock options vest as to 1/3rd of the options granted on the second anniversary of the Vesting Commencement Date, with the remaining options vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all options becoming vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.