SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock | 12/28/2023 | J(1) | 4,561,050 | D | $0(1) | 12,801,821 | I | See footnote(1) | ||
| Common stock | 12/28/2023 | J(2)(3) | 3,999,998 | D | $0(2)(3) | 8,881,823 | I | See footnote(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On December 28, 2023, TOI HC I, LLC distributed an aggregate of 4,561,050 shares of the Issuer's common stock in a pro-rata in-kind distribution to its members in accordance with the governing documents of TOI HC I, LLC (the "TOI HC I Distribution"). Immediately following the TOI HC I Distribution, Havencrest Healthcare Partners GP, LLC (the "General Partner") was the record holder of 3,999,998 shares of the Issuer's common stock and TOI HC I, LLC was the record holder of 8,801,823 shares of the Issuer's common stock. Havencrest Healthcare Partners, L.P. may be deemed to have beneficial ownership of the shares directly held by TOI HC I, LLC. Havencrest Healthcare Partners GP, LLC controls Havencrest Healthcare Partners, L.P. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
| 2. Also on December 28, 2023, following the TOI HC I Distribution, the General Partner, on behalf of Havencrest Healthcare Partners, L.P., made a further pro-rata in-kind distribution of the 3,999,998 shares Havencrest Healthcare Partners, L.P. received in the TOI HC I Distribution to Havencrest Healthcare Partners, L.P.'s limited partners in accordance with the governing documents of Havencrest Healthcare Partners, L.P. (the "Havencrest LP Distribution"). Immediately following the Havencrest LP Distribution, Havencrest Healthcare Partners GP, LLC was the record holder of 80,000 shares of the Issuer's common stock and TOI HC I, LLC was the record holder of 8,801,823 shares of the Issuer's common stock. Havencrest Healthcare Partners, L.P. may be deemed to have beneficial ownership of the shares directly held by TOI HC I, LLC. Havencrest Healthcare Partners GP, LLC controls Havencrest Healthcare Partners, L.P. |
| 3. (Continued from footnote 2) Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Havencrest Healthcare Partners, L.P., by Matthew Shofner, Vice President, Secretary and Treasurer of the General Partner | 01/02/2024 | |
| /s/ Havencrest Healthcare Partners GP, LLC, by Matthew Shofner, Vice President, Secretary and Treasurer | 01/02/2024 | |
| /s/ TOI HC I, LLC, by Matthew Shofner, Manager | 01/02/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||