Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Havencrest Healthcare Partners, L.P.
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2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [TOI]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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2100 MCKINNEY AVE, SUITE 1760
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Havencrest Healthcare Partners, L.P.
2100 MCKINNEY AVE, SUITE 1760
DALLAS, TX75201
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Havencrest Healthcare Partners GP, LLC
2100 MCKINNEY AVE, SUITE 1760
DALLAS, TX75201
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TOI HC I, LLC
2100 MCKINNEY AVE, SUITE 1760
DALLAS, TX75201
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Signatures
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/s/ Havencrest Healthcare Partners, L.P., by Matthew Shofner, Vice President, Secretary and Treasurer of the General Partner
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2024-08-20
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**Signature of Reporting Person
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Date
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/s/ Havencrest Healthcare Partners GP, LLC, by Matthew Shofner, Vice President, Secretary and Treasurer
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2024-08-20
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**Signature of Reporting Person
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Date
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/s/ TOI HC I, LLC, by Matthew Shofner, Manager
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2024-08-20
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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On August 16, 2024, TOI HC I, LLC distributed an aggregate of 8,701,823 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 1 Distribution"). Immediately following the TOI HC 1 Distribution, Havencrest Healthcare Partners GP, LLC (the "General Partner") was the record holder of 7,631,418 shares of the Issuer's common stock and TOI HC I, LLC was the record holder of 100,000 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.
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(2)
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Also on August 16, 2024, following the TOI HC 1 Distribution, Havencrest Healthcare Partners, L.P. made a further pro-rata in-kind distribution of the 7,631,418 shares it received in the TOI HC 1 Distribution to its 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 152,626 shares of the Issuer's common stock and TOI HC I, LLC was the record holder of 100,000 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.
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