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
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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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BARASCH RICHARD A
(Last) (First) (Middle)
C/O THE ONCOLOGY INSTITUTE INC.
18000 STUDEBAKER RD, SUITE 800
(Street)
CERRITOS CA 90703
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025
4. If Amendment, Date of 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
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)
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
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)
Explanation of Responses:
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.
/s/ Mark Hueppelsheuser, Attorney-in-Fact for Richard Barasch 06/24/2025
** 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).
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