0000950170-24-000345.txt : 20240102 0000950170-24-000345.hdr.sgml : 20240102 20240102170156 ACCESSION NUMBER: 0000950170-24-000345 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231228 FILED AS OF DATE: 20240102 DATE AS OF CHANGE: 20240102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Havencrest Healthcare Partners, L.P. CENTRAL INDEX KEY: 0001705748 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 24503338 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD. STREET 2: SUITE 1200 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-432-3834 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD. STREET 2: SUITE 1200 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Havencrest Healthcare Partners GP, LLC CENTRAL INDEX KEY: 0001893722 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 24503337 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE. STREET 2: SUITE 1760 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 420-3481 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE. STREET 2: SUITE 1760 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOI HC I, LLC CENTRAL INDEX KEY: 0001892154 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 24503336 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1760 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 420-3481 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1760 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncology Institute, Inc. CENTRAL INDEX KEY: 0001799191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18000 STUDEBAKER RD STREET 2: SUITE 800 CITY: CERRITOS STATE: CA ZIP: 90703 BUSINESS PHONE: 562-735-3226 MAIL ADDRESS: STREET 1: 18000 STUDEBAKER RD STREET 2: SUITE 800 CITY: CERRITOS STATE: CA ZIP: 90703 FORMER COMPANY: FORMER CONFORMED NAME: DFP HEALTHCARE ACQUISITIONS CORP. DATE OF NAME CHANGE: 20200108 4 1 ownership.xml 4 X0508 4 2023-12-28 0001799191 Oncology Institute, Inc. TOI 0001705748 Havencrest Healthcare Partners, L.P. 2100 MCKINNEY AVE, SUITE 1760 DALLAS TX 75201 false false true false 0001893722 Havencrest Healthcare Partners GP, LLC 2100 MCKINNEY AVE, SUITE 1760 DALLAS TX 75201 false false true false 0001892154 TOI HC I, LLC 2100 MCKINNEY AVE, SUITE 1760 DALLAS TX 75201 false false true false false Common stock 2023-12-28 4 J false 4561050 0 D 12801821 I See footnote Common stock 2023-12-28 4 J false 3999998 0 D 8881823 I See footnote On December 28, 2023, TOI HC I, LLC distributed an aggregate of 4,561,050 shares of the Issuer's common stock in a pro-rata in-kind distribution to its members in accordance with the governing documents of TOI HC I, LLC (the "TOI HC I Distribution"). Immediately following the TOI HC I Distribution, Havencrest Healthcare Partners GP, LLC (the "General Partner") was the record holder of 3,999,998 shares of the Issuer's common stock and TOI HC I, LLC was the record holder of 8,801,823 shares of the Issuer's common stock. Havencrest Healthcare Partners, L.P. may be deemed to have beneficial ownership of the shares directly held by TOI HC I, LLC. Havencrest Healthcare Partners GP, LLC controls Havencrest Healthcare Partners, L.P. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. Also on December 28, 2023, following the TOI HC I Distribution, the General Partner, on behalf of Havencrest Healthcare Partners, L.P., made a further pro-rata in-kind distribution of the 3,999,998 shares Havencrest Healthcare Partners, L.P. received in the TOI HC I Distribution to Havencrest Healthcare Partners, L.P.'s limited partners in accordance with the governing documents of Havencrest Healthcare Partners, L.P. (the "Havencrest LP Distribution"). Immediately following the Havencrest LP Distribution, Havencrest Healthcare Partners GP, LLC was the record holder of 80,000 shares of the Issuer's common stock and TOI HC I, LLC was the record holder of 8,801,823 shares of the Issuer's common stock. Havencrest Healthcare Partners, L.P. may be deemed to have beneficial ownership of the shares directly held by TOI HC I, LLC. Havencrest Healthcare Partners GP, LLC controls Havencrest Healthcare Partners, L.P. (Continued from footnote 2) Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein. Exhibit 24.1 - Power of Attorney /s/ Havencrest Healthcare Partners, L.P., by Matthew Shofner, Vice President, Secretary and Treasurer of the General Partner 2024-01-02 /s/ Havencrest Healthcare Partners GP, LLC, by Matthew Shofner, Vice President, Secretary and Treasurer 2024-01-02 /s/ TOI HC I, LLC, by Matthew Shofner, Manager 2024-01-02 EX-24.1 2 toi-ex24_1.htm EX-24.1 EX-24.1

 

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by The Oncology Institute, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Annex A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 16(a), 13(d), and 13(g) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
2.
execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
3.
execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
4.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
5.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Sections 16 or 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, or Schedules 13D or 13G, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

1

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of September, 2023.

 

 

Havencrest Healthcare Partners, L.P.

 

 

 

 

By: Havencrest Healthcare Partners GP, LLC, its general partner

 

 

 

 

By:

/s/ Christopher W. Kersey

 

Name:

Christopher W. Kersey

 

Title:

Manager and President

 

 

 

 

 

 

 

Havencrest Healthcare Partners GP, LLC

 

 

 

 

By:

/s/ Christopher W. Kersey

 

Name:

Christopher W. Kersey

 

Title:

Manager and President

 

 

 

 

 

 

 

TOI HC I, LLC

 

 

 

 

By:

/s/ Christopher W. Kersey

 

Name:

Christopher W. Kersey

 

Title:

Manager

 

2

 

Annex A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

1.
Matt Cline

 

3