The Oncology Institute Inc.

06/24/2025 | Press release | Distributed by Public on 06/24/2025 17:18

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BARASCH RICHARD A
2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [TOI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE ONCOLOGY INSTITUTE INC., 18000 STUDEBAKER RD, SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025
(Street)
CERRITOS, CA 90703
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 06/17/2025 X(2) 679,224 A $1.198 3,234,765 I By LLC(4)
Common Stock 06/17/2025 F(1) 311,128(3) D $2.6154 2,923,637 I By LLC(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Common Warrant $1.198 06/17/2025 X(2) 679,224 03/26/2025 03/26/2030 Common Stock 679,224 $ 0 0 I By LLC(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BARASCH RICHARD A
C/O THE ONCOLOGY INSTITUTE INC.
18000 STUDEBAKER RD, SUITE 800
CERRITOS, CA 90703
X

Signatures

/s/ Mark Hueppelsheuser, Attorney-in-Fact for Richard Barasch 06/24/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the net exercise of a Common Stock Purchase Warrant ("Common Warrant") to purchase shares of common stock. The Common Warrant refers to such net exercise transaction as a "Cashless Exercise." In connection with the Cashless Exercise, the Issuer and RAB Ventures (DFP) LLC entered into a Waiver Agreement, pursuant to which the Issuer agreed to waive the Common Warrant provision restricting Cashless Exercises to circumstances where the resale of the underlying shares of common stock is not covered by an effective registration statement under the Securities Act of 1933, as amended.
(2) The exercise of the Common Warrant by RAB Ventures (DFP) LLC is exempt pursuant to Rule 16b-6.
(3) RAB Ventures (DFP) LLC received 368,096 shares of common stock on a net exercise of the Common Warrant to purchase 679,224 shares of common stock. The Issuer withheld 311,128 shares of common stock underlying the Common Warrant for payment of the exercise price, using the fair market value of the common stock on the date of exercise, June 17, 2025, of $2.6154. The fair market value of the common stock was determined based on the average of the volume weighted average price on each of the five (5) consecutive trading days ending immediately prior to the date of exercise, pursuant to the terms of the Common Warrant.
(4) Securities are owned by RAB Ventures (DFP) LLC, an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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