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Oncology Institute, Inc.

Date Filed : Nov 22, 2021

SEC FORM 3SEC Form 3
FORM 3UNITED 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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OMB Number:3235-0104
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1. Name and Address of Reporting Person*
Havencrest Healthcare Partners, L.P.

(Last)(First)(Middle)
2100 MCKINNEY AVE, SUITE 1760

(Street)
DALLASTX75201

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2021
3. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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(1)15,662,794ISee footnote(2)
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 ExercisableExpiration DateTitleAmount or Number of Shares
Earnout Shares (Common Stock) (3) (3)Common Stock1,330,071(3)ISee footnote(2)
Earnout Shares (Common Stock) (4) (4)Common Stock1,995,106(4)ISee footnote(2)
1. Name and Address of Reporting Person*
Havencrest Healthcare Partners, L.P.

(Last)(First)(Middle)
2100 MCKINNEY AVE, SUITE 1760

(Street)
DALLASTX75201

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Havencrest Healthcare Partners GP, LLC

(Last)(First)(Middle)
2100 MCKINNEY AVE, SUITE 1760

(Street)
DALLASTX75201

(City)(State)(Zip)
1. Name and Address of Reporting Person*
TOI HC I, LLC

(Last)(First)(Middle)
2100 MCKINNEY AVE, SUITE 1760

(Street)
DALLASTX75201

(City)(State)(Zip)
Explanation of Responses:
1. Received on November 12, 2021, as consideration pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated as June 28, 2021, by and among DFP Healthcare Acqusitions Corp. (the "Issuer"), Orion Merger Sub I, Inc., Orion Merger Sub II, LLC, and TOI Parent, Inc. (such transactions therein, collectively, the "Business Combination").
2. TOI HC I, LLC is the record holder of these shares. 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.
3. Received as part of the consideration in the Business Combination. Represents the right to receive shares of common stock (i) in the event the Issuer's stock price equals or exceeds (x) $12.50 per share for 20 days within any 30 consecutive trading days during the two-year period following the closing of the Business Combination, or (y) $15.00 per share for any 20 trading days within any 30-day trading period during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control.
4. Received as part of the consideration in the Business Combination. Represents the right to receive shares of common stock (i) 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 following the closing of the Business Combination, or (ii) in the event of a qualifying change of control.
Remarks:
/s/ Havencrest Healthcare Partners, L.P., by Christopher W. Kersey as Manager and President of Havencrest Healthcare Partners GP, LLC11/22/2021
/s/ Havencrest Healthcare Partners GP, LLC, by Christopher W. Kersey as Manager and President11/22/2021
/s/ TOI HC I, LLC, by Christopher W. Kersey as Manager11/22/2021
** Signature of Reporting PersonDate
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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