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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*
M33 Growth I L.P.

(Last)(First)(Middle)
888 BOYLSTON STREET, SUITE 500

(Street)
BOSTONMA02199

(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 Stock13,703,803(1)(2)D(3)
Common Stock1,552,580(1)(4)ISee footnote(5)
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
1. Name and Address of Reporting Person*
M33 Growth I L.P.

(Last)(First)(Middle)
888 BOYLSTON STREET, SUITE 500

(Street)
BOSTONMA02199

(City)(State)(Zip)
1. Name and Address of Reporting Person*
M33 Growth I GP LLC

(Last)(First)(Middle)
888 BOYLSTON STREET, SUITE 500

(Street)
BOSTONMA02199

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

(Last)(First)(Middle)
888 BOYLSTON STREET, SUITE 500

(Street)
BOSTONMA02199

(City)(State)(Zip)
Explanation of Responses:
1. 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").
2. 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.
3. 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.
4. 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.
5. These securities are held by TOI M, LLC.
Remarks:
/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC, the general partner of M33 Growth I LP11/22/2021
/s/ Gabriel Ling, Managing Member11/22/2021
/s/ Gabriel Ling, Managing Member11/22/2021
** 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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