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*
M33 Growth I L.P.
(Last) (First) (Middle)
888 BOYLSTON STREET,
SUITE 500
(Street)
BOSTON MA 02199
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/26/2025 A 2,716,898 A $1.0417(1) 16,420,701 D(2)
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
Warrant to Purchase Shares of Common Stock $1.198 03/26/2025 A 1,358,449 03/26/2025 03/26/2030 Common Stock 1,358,449 $0.125(1) 1,358,449 D(2)
1. Name and Address of Reporting Person*
M33 Growth I L.P.
(Last) (First) (Middle)
888 BOYLSTON STREET,
SUITE 500
(Street)
BOSTON MA 02199
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
M33 Growth I GP LLC
(Last) (First) (Middle)
888 BOYLSTON STREET,
SUITE 500
(Street)
BOSTON MA 02199
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On March 26, 2025, pursuant to a Securities Purchase Agreement, dated March 24, 2025, M33 Growth I LP ("M33 LP") purchased an aggregate of 1,358,449 units ("Units") consisting of 2,716,898 shares of common stock and 1,358,449 warrants ("Warrants") to purchase shares of common stock for an exercise price of $1.1980 per share. M33 acquired the Units for a price per Unit of $2.2084 (an aggregate purchase price of $2,999,998.77), with a cost per share of common stock of $1.0417 and a cost per Warrant of $0.1250. The Warrants are not exercisable to the extent that the exercise thereof would cause the reporting person to beneficially own greater than 19.99% of the outstanding shares of common stock of the Issuer. The purchase of the Units was approved by the Issuer's Board of Directors in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
2. M33 Growth I GP LLC ("M33 LLC") is the general partner of M33 LP ("M33 GP") and may be deemed to beneficially own the shares held by M33 LP but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC, the general partner of M33 Growth I LP 03/28/2025
/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC 03/28/2025
** 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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