Matthew P Miller Form 3 Oncology Institute / Matthew P Miller ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Miller Matthew P

(Last) (First) (Middle)

C/O THE ONCOLOGY INSTITUTE, INC.

18000 STUDEBAKER ROAD, SUITE 800

(Street)

CERRITOS CA 90703

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2022

3. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	260,283	D
Earnout Shares 1 (Common Stock)(1)	20,234(1)	D
Earnout Shares 2 (Common Stock)(2)	30,350(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(3)	02/26/2030	Common stock	133,239	0.86	D
Stock Option (right to buy)	(4)	11/12/2031	Common stock	127,044	0.86	D

Explanation of Responses:

1. 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.

2. 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.

3. These options vest as to 1/4th of the total number of shares subject to the option on the first anniversary of February 26, 2020 (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.

4. 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.

Remarks:

	/s/ Mark Hueppelsheuser, Attorney-in-Fact for Matthew P Miller	03/15/2022
	** 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 5 (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).
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