0001193805-21-001590.txt : 20211116 0001193805-21-001590.hdr.sgml : 20211116 20211116213454 ACCESSION NUMBER: 0001193805-21-001590 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211112 FILED AS OF DATE: 20211116 DATE AS OF CHANGE: 20211116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 211418227 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO DATE OF NAME CHANGE: 20131114 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt L.P. CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 211418229 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP DATE OF NAME CHANGE: 20050930 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP ET AL DATE OF NAME CHANGE: 19960318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD PARTNERS, L.P. CENTRAL INDEX KEY: 0001301041 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 211418228 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD PARTNERS, LP DATE OF NAME CHANGE: 20040819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 211418230 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund IV, L.P. CENTRAL INDEX KEY: 0001680307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 211418225 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212)551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt IV, L.P. CENTRAL INDEX KEY: 0001713467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 211418226 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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 e621086_4-dfp.xml X0306 4 2021-11-12 1 0001799191 Oncology Institute, Inc. DFPH 0001352546 Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Members of 10% Group 0001010823 Deerfield Mgmt L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Members of 10% Group 0001301041 DEERFIELD PARTNERS, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Members of 10% Group 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Members of 10% Group 0001713467 Deerfield Mgmt IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Members of 10% Group 0001680307 Deerfield Private Design Fund IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Members of 10% Group Class A Common Stock 2021-11-12 4 C 0 40 A 40 I Through DFP Sponsor, LLC Class A Common Stock 2021-11-12 4 C 0 85113 A 85113 I Through Deerfield Management Company, L.P. Class A Common Stock 1605477 I Through Deerfield Partners, L.P. Class A Common Stock 1605477 I Through Deerfield Private Design Fund IV, L.P. Series A Common Stock Equivalent Convertible Preferred Stock 2021-11-12 4 P 0 50000 1000 A Class A Common Stock 5000000 58945 I Through Deerfield Partners, L.P. Series A Common Stock Equivalent Convertible Preferred Stock 2021-11-12 4 P 0 50000 1000 A Class A Common Stock 5000000 58945 I Through Deerfield Private Design Fund IV, L.P. Series A Common Stock Equivalent Convertible Preferred Stock Class A Common Stock 4562000 45620 I Through DFP Sponsor, LLC Class B Common Stock 2021-11-12 4 J 0 707960 0.00 D Class A Common Stock 707960 40 I Through DFP Sponsor, LLC Class B Common Stock 2021-11-12 4 J 0 14887 0.00 D Class A Common Stock 14887 85113 I Through Deerfield Management Company, L.P. Class B Common Stock 2021-11-12 4 C 0 40 0.00 D Class A Common Stock 40 0 I Through DFP Sponsor, LLC Class B Common Stock 2021-11-12 4 C 0 85113 0.00 D Class A Common Stock 85113 0 I Through Deerfield Management Company, L.P. Private Placement Warrants 11.50 2021-11-12 4 J 0 3177543 A 2021-12-12 2026-11-12 Class A Common Stock 3177543 3177543 I Through DFP Sponsor, LLC Public Warrants 11.50 2021-11-12 4 J 0 625000 A 2021-12-12 2026-11-12 Class A Common Stock 625000 625000 I Through Deerfield Partners, L.P. Public Warrants 11.50 2021-11-12 4 J 0 625000 A 2021-12-12 2026-11-12 Class A Common Stock 625000 625000 I Through Deerfield Private Design Fund IV, L.P. Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration. This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor"). In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management. Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date. In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, DFP Sponsor, LLC (the "Sponsor") forfeited 707,960 shares of Class B Common Stock and Steven Hochberg forfeited 14,887 shares of Class B Common Stock for no consideration. The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%. Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn /s/ Jonathan Isler, Attorney-in-Fact 2021-11-16 EX-99 2 e621086_ex99.htm

Joint Filer Information

Name:	Deerfield Mgmt IV, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund IV, L.P., and Deerfield Partners, L.P.

Address:	345 Park Avenue South, 12th Floor New York, NY 10010

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	DFP Healthcare Acquisitions Corp. [DFPH]

Date of Event Requiring Statement:	November 12, 2021

The undersigned, Deerfield Mgmt IV, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund IV, L.P., and Deerfield Partners, L.P. are jointly filing the attached Statement of Changes in Beneficial Ownership on Form 4 with James E. Flynn with respect to the beneficial ownership of securities of DFP Healthcare Acquisitions Corp.

Signatures:

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler