0001628280-22-008446.txt : 20220405 0001628280-22-008446.hdr.sgml : 20220405 20220405174407 ACCESSION NUMBER: 0001628280-22-008446 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220401 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simoneit Diona CENTRAL INDEX KEY: 0001921432 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39248 FILM NUMBER: 22808417 MAIL ADDRESS: STREET 1: C/O THE ONCOLOGY INSTITUTE OF HOPE STREET 2: 18000 STUDEBAKER ROAD, SUITE 800 CITY: CERRITOS STATE: CA ZIP: 90703 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 3 1 wf-form3_164919502301989.xml FORM 3 X0206 3 2022-04-01 0 0001799191 Oncology Institute, Inc. TOI 0001921432 Simoneit Diona C/O THE ONCOLOGY INSTITUTE INC. 18000 STUDEBAKER RD, SUITE 800 CERRITOS CA 90703 0 1 0 1 Chief Accounting Officer Principal Accounting Officer Earnout Shares 1 (Common Stock) 7454 D Earnout Shares 2 (Common Stock) 11182 D Common stock 2058 D Common stock 8814 D Stock Options (right to buy) 0.86 2031-01-11 Common stock 81814.0 D Stock Options (right to buy) 0.86 2031-01-11 Common stock 14080.0 D Stock Options (right to buy) 7.09 2032-03-21 Common stock 10488.0 D Stock Options (right to buy) 7.09 2032-03-21 Common stock 44741.0 D Represents restricted earn-out shares subject to forfeiture and unvested until such time that the Issuer's stock price reaches $12.50 per share for 20 days within any 30 consecutive trading days for the two-year period following the closing of the business combination of the Issuer, pursuant to that certain Agreement and Plan of Merger dated as of June 28, 2021, by and among DFP Healthcare Acquisitions Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC, and TOI Parent, Inc., that closed on November 12, 2021 (the "Business Combination"), subject to continued employment at such time. Represents restricted earn-out shares subject to forfeiture and unvested until such time that the Issuer's stock price reaches $15.00 per share for 20 days within any 30 consecutive trading days for the three-year period following the closing of the Business Combination, subject to continued employment at such time. Represents restricted stock units ("RSUs") that vest in four equal annual installments on each of the first four anniversaries of November 12, 2021 (the "Vesting Commencement Date"), with all RSUs becoming vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates. Represents RSUs with 1/3rd of the RSUs vesting on the second anniversary of the Vesting Commencement Date, with the remaining RSUs vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all RSUs becoming vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates. These options vest as to 1/4th of the total number of shares subject to the option on the first anniversary of January 11, 2021 (the "Original Grant Date"), and as to 1/36th of the total number of shares monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Original Grant Date, subject to continued employment through the vest date. These options vest monthly for 36 months following November 12, 2021, the date of the closing of the Business Combination, subject to continued employment through the vest date. The stock options vest in four equal annual installments on each of the first four anniversaries of the Vesting Commencement Date, with all options becoming vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates. The stock options vest as to 1/3rd of the options granted on the second anniversary of the Vesting Commencement Date, with the remaining options vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all options becoming vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates. /s/ Mark Hueppelsheuser, Attorney-in-Fact for Diona Simoneit 2022-04-05 EX-24 2 poa.htm POWER OF ATTORNEY - DIONA SIMONEIT

SECTION 16

POWER OF ATTORNEY
DIONA SIMONEIT

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 Schedule 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 Section 16(a) 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.    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, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

4.    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 his or her 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 the Company assuming, any of the undersigned's responsibilities to comply with Section 16 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 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.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of April, 2022.


/s/ Diona Simoneit
Name:  Diona Simoneit