SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DFP Sponsor LLC

(Last)

(First)

(Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ DFPH ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Possible Members of 10% Group

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2021

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/12/2021		C⁽¹⁾		40	A	⁽¹⁾	40	D⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	11/12/2021		J⁽⁵⁾			707,960	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	707,960	$0.00	40	D⁽²⁾⁽³⁾
Class B Common Stock	⁽⁴⁾	11/12/2021		C⁽¹⁾			40	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	40	$0.00	0	D⁽²⁾⁽³⁾
Private Placement Warrants	$11.5	11/12/2021		J⁽⁶⁾		3,177,543		12/12/2021	11/12/2026	Class A Common Stock	3,177,543⁽⁶⁾	⁽⁶⁾	3,177,543⁽⁶⁾	D⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

DFP Sponsor LLC

(Last)

(First)

(Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HOCHBERG STEVEN

(Last)

(First)

(Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atinsky Lawrence

(Last)

(First)

(Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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%.

	/s/ Lawrence Atinsky	11/16/2021
	** 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 4 (b)(v).
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SEC Form 4: Dfp Sponsor Llc converted options into 40 shares