Richard Barasch - Oct 5, 2022 Form 4 Insider Report for Oncology Institute, Inc. (TOI)

Role
Director
Signature
/s/ Mark Hueppelsheuser, Attorney-in-Fact for Richard A Barasch
Stock symbol
TOI
Transactions as of
Oct 5, 2022
Transactions value $
$0
Form type
4
Date filed
10/7/2022, 04:48 PM
Previous filing
Jun 24, 2022
Next filing
Dec 30, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TOI Common stock Other $0 +1 +0% $0.00 142K Oct 5, 2022 Direct F1
transaction TOI Common stock Other $0 +8 $0.00 8 Oct 5, 2022 By Family Trust 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 Series A Common Stock Equivalent Convertible Preferred Stock Other +1.6K 1.6K Oct 5, 2022 Common stock 160K Direct F1, F3
transaction TOI Earnout rights (Series A Common Stock Equiv Conv Preferred) Other +230 230 Oct 5, 2022 Common stock 23K Direct F1, F4
transaction TOI Series A Common Stock Equivalent Convertible Preferred Stock Other +6.2K 6.2K Oct 5, 2022 Common stock 620K By Family Trust F1, F2, F3
transaction TOI Earnout rights (Series A Common Stock Equiv Conv Preferred) Other +894 894 Oct 5, 2022 Common stock 89.4K By Family Trust F1, F2, F4
transaction TOI Private Placement Warrants Other +549K 549K Oct 5, 2022 Common stock 549K $11.50 Direct F1, F5
transaction TOI Earnout rights (Private placement warrants) Other +73K 73K Oct 5, 2022 Common stock 73K $11.50 Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities received in distributions to LLC members, on a pro rata basis for no consideration, in exempt transactions under Rule 16a-9.
F2 Securities held by the Helen Barasch Family Trust #1 (the "Trust"), of which the reporting person is the investment manager and has voting and dispositive power over the securities held by the Trust, but disclaims beneficial ownership of these shares except to any pecuniary interest therein.
F3 Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of common stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.
F4 Represents shares of Common Equivalent Preferred Stock held in escrow, (i) 50% of which shall be released from escrow in the event the issuer's stock price equals or exceeds $12.50 per share for 20 days within any 30 consecutive trading days during the two-year period ending on November 12, 2023, and (ii) the remainder of which shall be released from escrow 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 ending November 12, 2024. Notwithstanding the forgoing, all shares shall be released from escrow in the event of a qualifying change of control.
F5 Each whole private placement warrant (the "Private Placement Warrant") entitles the holder thereof to purchase one share of the issuer's common stock at an exercise price of $11.50 per share. The warrants are currently exercisable and will expire on November 12, 2026 or earlier upon redemption or liquidation.
F6 Represents Private Placement Warrants held in escrow, (i) 50% of which shall be released from escrow in the event the issuer's stock price equals or exceeds $12.50 per share for 20 days within any 30 consecutive trading days during the two-year period ending on November 12, 2023, and (ii) the remainder of which shall be released from escrow 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 ending November 12, 2024. Notwithstanding the forgoing, all warrants shall be released from escrow in the event of a qualifying change of control.