DFP Sponsor LLC - Nov 12, 2021 Form 4 Insider Report for Oncology Institute, Inc. (TOIIW)

Role
Possible Members of 10% Group, 10%+ Owner
Signature
/s/ Lawrence Atinsky
Stock symbol
TOIIW
Transactions as of
Nov 12, 2021
Transactions value $
$0
Form type
4
Date filed
11/16/2021, 08:36 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TOIIW Class A Common Stock Conversion of derivative security +40 40 Nov 12, 2021 Direct F1, F2, F3

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 TOIIW Class B Common Stock Other $0 -708K -99.99% $0.00 40 Nov 12, 2021 Class A Common Stock 708K Direct F2, F3, F4, F5
transaction TOIIW Class B Common Stock Conversion of derivative security $0 -40 -100% $0.00* 0 Nov 12, 2021 Class A Common Stock 40 Direct F1, F2, F3, F4
transaction TOIIW Private Placement Warrants Other +3.18M 3.18M Nov 12, 2021 Class A Common Stock 3.18M $11.50 Direct F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

DFP Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.
F2 This Form 4 is being filed by DFP Sponsor, LLC (the "Sponsor"), as well as Steven Hochberg and Lawrence Atinsky, each of whom is a manager of the Sponsor.
F3 In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Sponsor is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each or Steven Hochberg and Lawrence Atinsky disclaims beneficial ownership of any such securities, except to the extent of his indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Hochberg or Mr. Atinsky is the beneficial owner of such securities for purposes of Section 16 or otherwise.
F4 The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.
F5 In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, the Sponsor forfeited 707,960 shares of Class B Common Stock for no consideration.
F6 The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.