SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/03/2021 | 3. Issuer Name and Ticker or Trading Symbol Cano Health, Inc. [ CANO ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock | 13,680,443 | 0.00 | I | By Trujillo Group, LLC(2) |
PCIH Common Units(1) | (1) | (1) | Class A Common Stock | 13,680,443 | 0.00 | I | By Trujillo Group, LLC(2) |
Explanation of Responses: |
1. Common limited liability company units of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units"), together with an equal number of shares of the Issuer's Class B Common Stock, par value $0.0001 per share, are exchangeable for either cash or shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis from and after the one-year anniversary of the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 11, 2020, by and among Jaws Acquisition Corp., Jaws Merger Sub, LLC, Primary Care (ITC) Intermediate Holdings, LLC ("PCIH") and PCIH's sole member, Primary Care (ITC) Holdings, LLC, subject to earlier termination upon the occurrence of certain events. The PCIH Common Units have no expiration date. |
2. These securities are owned directly by Trujillo Group, LLC. The Reporting Person is the sole member of Trujillo Group, LLC and therefore the beneficial owner of the securities. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ David J. Armstrong, Attorney-in-Fact | 06/14/2021 | |
** 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 5 (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. |