0001209191-23-050425.txt : 20230922 0001209191-23-050425.hdr.sgml : 20230922 20230922182918 ACCESSION NUMBER: 0001209191-23-050425 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230920 FILED AS OF DATE: 20230922 DATE AS OF CHANGE: 20230922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hoesterey Brian R CENTRAL INDEX KEY: 0001675264 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40177 FILM NUMBER: 231272721 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA GROWTH EQUITY FUND LP CENTRAL INDEX KEY: 0001894812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40177 FILM NUMBER: 231272720 BUSINESS ADDRESS: STREET 1: 520 MADISON AVE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: 520 MADISON AVE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA GROWTH EQUITY FUND (PARALLEL) LP CENTRAL INDEX KEY: 0001894190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40177 FILM NUMBER: 231272719 BUSINESS ADDRESS: STREET 1: 520 MADISON AVE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: 520 MADISON AVE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: American Oncology Network, Inc. CENTRAL INDEX KEY: 0001839998 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14543 GLOBAL PKWY #110 CITY: FORT MYERS STATE: FL ZIP: 33913 BUSINESS PHONE: 833-886-1725 MAIL ADDRESS: STREET 1: 14543 GLOBAL PKWY #110 CITY: FORT MYERS STATE: FL ZIP: 33913 FORMER COMPANY: FORMER CONFORMED NAME: Digital Transformation Opportunities Corp. DATE OF NAME CHANGE: 20210111 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-20 0 0001839998 American Oncology Network, Inc. AONC 0001894812 AEA GROWTH EQUITY FUND LP 520 MADISON AVE., FL. 40 NEW YORK NY 10022 0 0 1 0 0001894190 AEA GROWTH EQUITY FUND (PARALLEL) LP 520 MADISON AVE., FL. 40 NEW YORK NY 10022 0 0 1 0 0001675264 Hoesterey Brian R 520 MADISON AVE., FL. 40 NEW YORK NY 10022 0 0 1 0 0 Series A Convertible Preferred Stock 10.00 2023-09-20 4 A 0 4831463 A Class A Common Stock 4831463 4831463 I Held through AEA Growth Equity Fund LP Series A Convertible Preferred Stock 10.00 2023-09-20 4 A 0 1820147 A Class A Common Stock 1820147 1820147 I Held through AEA Growth Equity Fund (Parallel) LP On September 20, 2023, the date of the closing of the transactions contemplated by that certain Third Amended and Restated Business Combination Agreement (the "Closing Date" and such closing, the "Closing"), and immediately prior to the Closing, each outstanding Class C Unit of American Oncology Network, LLC ("AON LLC") held by GEF AON Holdings Cop. ("GEF") was exchanged for one Series A Preferred Unit of AON LLC. On the Closing Date and following the adoption of the Second Amended and Restated Certificate of Incorporation of the Issuer and the filing of the Certificates of Designation of the Issuer, DTOC Merger Sub, Inc. merged with and into GEF and the Issuer issued to the Reporting Persons 6,651,610 shares of Series A Preferred Stock of the Issuer (the "Preferred Stock") in exchange for all the shares of Class A Common Stock of GEF held by the Reporting Persons (the "First Merger"). Each share of the Preferred Stock is convertible, in whole or in part, into one share of Class A Common Stock of the Issuer (based on an initial conversion price of $10.00 per share, which is subject to adjustment upon the occurrence of certain events, the "Conversion Price") at any time, at the Reporting Person's election. The number of shares of the Issuer's Class A Common Stock received per share of Preferred Stock upon conversion equals the sum of (A) $10.00 (as adjusted upon the occurrence of certain events) and (B) any accrued, unpaid annual dividends, divided by the Conversion Price, with cash in-lieu of fractional shares. The Preferred Stock is perpetual and therefore has no expiration date. These securities are directly held by AEA Growth Equity Fund LP, the general partner of which is AEA Growth Equity Partners LP. AEA Growth Equity GP LLC is the general partner of AEA Growth Equity Partners LP. The sole member of AEA Growth Equity GP LLC is AEA Management UGP LLC, the managing member of which is Brian Hoesterey. These securities are directly held by AEA Growth Equity Fund (Parallel) LP, the general partner of which is AEA Growth Equity Partners LP. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons other than Mr. Hoesterey are subject to Section 16 of the Exchange Act or that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. AEA Growth Equity Fund LP and AEA Growth Equity Fund (Parallel) LP, each by: AEA Growth Equity Partners LP and AEA Growth Equity GP LLC, its general partners, by: /s/ Michelle Marcellus, VP; /s/ Barbara L. Burns, Attorney-in-Fact for Brian R. Hoesterey 2023-09-22