4/A//SEC Filing
SARIN RAVI YANG 4/A
Accession 0001104659-21-142489
CIK 0001799191other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 4:15 PM ET
Size
12.7 KB
Accession
0001104659-21-142489
Insider Transaction Report
Form 4/AAmended
SARIN RAVI YANG
Director
Transactions
- Award
Common Stock
2021-11-12+4,109,771→ 4,109,771 total(indirect: By LLC) - Award
Earn Out Rights
2021-11-12+348,998→ 348,998 total(indirect: By LLC)→ Common Stock (348,998 underlying) - Award
Earn Out Rights
2021-11-12+523,497→ 523,497 total(indirect: By LLC)→ Common Stock (523,497 underlying)
Footnotes (4)
- [F1]On November 12, 2021, pursuant to that certain Agreement and Plan of Merger, dated as June 28, 2021, by and among DFP Healthcare Acqusitions Corp. ("DFP"), Orion Merger Sub I, Inc. ("First Merger Sub"), Orion Merger Sub II, LLC ("Second Merger Sub"), and TOI Parent, Inc. ("Old TOI"), First Merger Sub merged into Old TOI, with Old TOI being the surivivng corporation then Old TOI merged into Second Merger Sub, with Second Merger Sub being the surviving entity and a wholly owned subsidiary of DFP, which then changed its name to The Oncology Institute, Inc. (such transactions, collectively, the "Business Combination"). Upon consummation of the Business Combination, each issued and outstanding share of common stock of Old TOI was automatically cancelled and the holder thereof was entitled to receive its allocable share of cash and stock consideration pursuant to the Merger Agreement governing the Business Combination. Represents shares acquired in the Business Combination.
- [F2]Reflects securities owned by OncologyCare Partners, LLC. OncologyCare Holdings, LLC is the manager of OncologyCare Partners, LLC, and, Ravi Sarin formerly served as the managing member of OncologyCare Holdings, LLC and continues to have the ability to influence the vote and disposition of the shares in certain circumstances, and thus may be deemed to indirectly beneficially own the shares, which Mr. Ravi disclaims except to the extent of his pecuniary interest therein.
- [F3]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.
- [F4]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.
Documents
Issuer
Oncology Institute, Inc.
CIK 0001799191
Entity typeother
Related Parties
1- filerCIK 0001555959
Filing Metadata
- Form type
- 4/A
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 4:15 PM ET
- Size
- 12.7 KB