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