SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* M33 Growth I L.P. (Last) (First) (Middle) 888 BOYLSTON STREET, SUITE 500 (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/12/2021	3. Issuer Name and Ticker or Trading Symbol Oncology Institute, Inc. [ TOI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,703,803(1)(2)	D(3)
Common Stock	1,552,580(1)(4)	I	See footnote(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* M33 Growth I L.P. (Last) (First) (Middle) 888 BOYLSTON STREET, SUITE 500 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* M33 Growth I GP LLC (Last) (First) (Middle) 888 BOYLSTON STREET, SUITE 500 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* TOI M, LLC (Last) (First) (Middle) 888 BOYLSTON STREET, SUITE 500 (Street) BOSTON MA 02199 (City) (State) (Zip)

Explanation of Responses:

1. Received on November 12, 2021 pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021, by and among the Issuer, Orion Merger Sub I, Inc., a Delaware corporation, Orion Merger Sub II, LLC, a Delaware limited liability company and TOI Parent, Inc., a Delaware corporation (the "Business Combination").

2. The Reporting Persons may also receive, as additional merger consideration, 2,909,288 shares of the Issuer's common stock if the Issuer achieves a price per share of $12.50 during the two-year period following the Business Combination or a per share stock price of $15.00 during the three-year period following the Business Combination, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period.

3. M33 Growth I GP LLC ("M33 LLC") is the general partner of M33 Growth I LP ("M33 GP") and may be deemed to beneficially own the shares held by M33 LP but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

4. The Reporting Person may also receive, as additional merger consideration, 329,609 shares of the Issuer's common stock if the Issuer achieves a price per share of $12.50 during the two-year period following the Business Combination or a per share stock price of $15.00 during the three-year period following the Business Combination, in each case, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period.

5. These securities are held by TOI M, LLC.

Remarks:

	/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC, the general partner of M33 Growth I LP	11/22/2021
	/s/ Gabriel Ling, Managing Member	11/22/2021
	/s/ Gabriel Ling, Managing Member	11/22/2021
	** Signature of Reporting Person	Date
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