0001104659-21-140228.txt : 20211116 0001104659-21-140228.hdr.sgml : 20211116 20211116215828 ACCESSION NUMBER: 0001104659-21-140228 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211112 FILED AS OF DATE: 20211116 DATE AS OF CHANGE: 20211116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Podnos Yale CENTRAL INDEX KEY: 0001891104 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 211418299 MAIL ADDRESS: STREET 1: C/O THE ONCOLOGY INSTITUTE OF HOPE STREET 2: 18000 STUDEBAKER ROAD, SUITE 800 CITY: CERRITOS STATE: CA ZIP: 90703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncology Institute, Inc. CENTRAL INDEX KEY: 0001799191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] 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 tm2132979-18_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-11-12 0 0001799191 Oncology Institute, Inc. TOI 0001891104 Podnos Yale C/O THE ONCOLOGY INSTITUTE INC. 18000 STUDEBAKER RD, SUITE 800 CERRITOS CA 90703 0 1 0 0 Chief Medical Officer Common Stock 2021-11-12 4 A 0 11359 0 A 11359 D Common Stock 2021-11-12 4 A 0 17039 0 A 17039 D Stock Options (right to buy) 0.86 2021-11-12 4 A 0 77916 0 A 2030-11-16 Common Stock 77916 77916 D Stock Options (right to buy) 0.86 2021-11-12 4 A 0 68208 0 A 2030-11-16 Common Stock 68208 68208 D On November 12, 2021, pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), 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. These shares were received in connection with the Business Combination and represent restricted earn-out shares subject to forfeiture and unvested until such time the Issuer's stock price reaches $12.50 per share for 20 days within any 30 consecutive trading days for the two-year period following the closing of the Business Combination, subject to continued employment at such time. The shares were received in connection with the Business Combination and represent restricted earn-out shares subject to forfeiture and unvested until such time the Issuer's stock price reaches $15.00 per share for 20 days within any 30 consecutive trading days for the three-year period following the closing of the Business Combination, subject to continued employment at such time. These stock options were received in connection with the Business Combination in exchange for time-vested stock options to acquire shares of Old TOI, and reflect the holder's allocable share of stock consideration pursuant to the Merger Agreement. These options vest as to 1/4th of the total number of shares subject to the option on the first anniversary of November 16, 2020 (the "Original Grant Date"), and as 1/36th of the total number of shares monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Original Grant Date, subject to continued employment through the vest date. These stock options were received in connection with the Business Combination in exchange for performance based stock options to acquire shares of Old TOI, and reflect the holder's allocable share of stock consideration pursuant to the Merger Agreement.These options vest monthly for 36 months following November 12, 2021, the date of the closing of the Business Combination, subject to continued employment through the vest date. By: /s/ Mark Hueppelsheuser, Attorney-in-Fact for Yale Podnos 2021-11-16