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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cano Health, Inc. [ CANO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/21/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A common stock | 07/21/2021 | J(1) | 4,383,669 | D | $0.00 | 34,831,848 | I | By JAWS Equity Owner 146, L.L.C.(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants to purchase Class A common stock | $11.5 | 07/21/2021 | J(1) | 2,688,694 | 07/04/2021 | 06/04/2026 | Class A Ordinary Shares | 7,844,639 | $0.00 | 7,844,639 | I | By JAWS Equity Owner 146, L.L.C.(2) | |||
| Explanation of Responses: |
| 1. The reporting person had previously reported beneficial ownership of all securities held by Jaws Sponsor LLC but disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein. In connection with the liquidation and distribution of securities held by Jaws Sponsor LLC, JAWS Equity Owner 146, L.L.C. ("Equity Owner") received 12,791,331 shares of Class A common stock and 7,844,639 Warrants to purchase shares of Class A common stock, each representing the reporting person's pecuniary interest in the holdings of Jaws Sponsor LLC immediately prior to the distribution. As a result, as reported herein, his reportable beneficial ownership was reduced by 4,383,660 shares of Class A common stock and 2,688,694 Warrants to purchase shares of Class A common stock, provided that his pecuniary interest is unchanged as a result of, and he received no consideration in connection with, the foregoing reductions. |
| 2. The reported securities are held by Equity Owner. The reporting person controls Equity Owner and is therefore deemed to be the beneficial owner of such securities, provided that, the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht | 07/23/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||