M33 Growth I L.P. - Nov 12, 2021 Form 3 Insider Report for Oncology Institute, Inc. (TOI)

Role
10%+ Owner
Signature
/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC, the general partner of M33 Growth I LP
Stock symbol
TOI
Transactions as of
Nov 12, 2021
Transactions value $
$0
Form type
3
Date filed
11/22/2021, 03:38 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TOI Common Stock 13.7M Nov 12, 2021 Direct F1, F2, F3
holding TOI Common Stock 1.55M Nov 12, 2021 See footnote F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received on November 12, 2021 pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021, by and among the Issuer, Orion Merger Sub I, Inc., a Delaware corporation, Orion Merger Sub II, LLC, a Delaware limited liability company and TOI Parent, Inc., a Delaware corporation (the "Business Combination").
F2 The Reporting Persons may also receive, as additional merger consideration, 2,909,288 shares of the Issuer's common stock if the Issuer achieves a price per share of $12.50 during the two-year period following the Business Combination or a per share stock price of $15.00 during the three-year period following the Business Combination, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period.
F3 M33 Growth I GP LLC ("M33 LLC") is the general partner of M33 Growth I LP ("M33 GP") and may be deemed to beneficially own the shares held by M33 LP but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
F4 The Reporting Person may also receive, as additional merger consideration, 329,609 shares of the Issuer's common stock if the Issuer achieves a price per share of $12.50 during the two-year period following the Business Combination or a per share stock price of $15.00 during the three-year period following the Business Combination, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period.
F5 These securities are held by TOI M, LLC.