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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Havencrest Healthcare Partners, L.P.
(Last) (First) (Middle)
2100 MCKINNEY AVE, SUITE 1760
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2023
4. 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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock 12/28/2023 J(1) 4,561,050 D $0(1) 12,801,821 I See footnote(1)
Common stock 12/28/2023 J(2)(3) 3,999,998 D $0(2)(3) 8,881,823 I See footnote(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Havencrest Healthcare Partners, L.P.
(Last) (First) (Middle)
2100 MCKINNEY AVE, SUITE 1760
(Street)
DALLAS TX 75201
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Havencrest Healthcare Partners GP, LLC
(Last) (First) (Middle)
2100 MCKINNEY AVE, SUITE 1760
(Street)
DALLAS TX 75201
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TOI HC I, LLC
(Last) (First) (Middle)
2100 MCKINNEY AVE, SUITE 1760
(Street)
DALLAS TX 75201
(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. (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.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Havencrest Healthcare Partners, L.P., by Matthew Shofner, Vice President, Secretary and Treasurer of the General Partner 01/02/2024
/s/ Havencrest Healthcare Partners GP, LLC, by Matthew Shofner, Vice President, Secretary and Treasurer 01/02/2024
/s/ TOI HC I, LLC, by Matthew Shofner, Manager 01/02/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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

 

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Annex A

 

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

 

1.
Matt Cline

 

3