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)
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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) 04/05/2023 | ||||||||||||||||||||||||||
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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 | 04/05/2023 | J(1) | 2,836,540 | A | (1) | 26,750,149 | D | |||
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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 | ||||||||
| PCIH Common Units(2) | (3) | 04/05/2023 | J(4) | 17,163,460 | (3) | (3) | Class A Common Stock | 17,163,460 | (4) | 17,163,460 | D | ||||
| Class B Common Stock(1) | (3) | 04/05/2023 | J(4) | 17,163,460 | (3) | (3) | Class A Common Stock | 17,163,460 | (4) | 17,163,460 | D | ||||
| Put option (obligation to sell) | (5) | 04/05/2023 | S(5) | 20,000,000 | (5) | (5) | PCIH Common Units/Class B Common Stock/Class A Common Stock(5) | (5) | (5) | 0(5) | D | ||||
| Explanation of Responses: |
| 1. In connection with the transfer described in Note (4) below, reflects the transfer of Class A Common Stock by a borrower to the Reporting Person pursuant to a repayment agreement to pay in full the outstanding principal amount owed by such borrower to the Reporting Person under an outstanding promissory note. For such purpose, the parties agreed that the price for the Class A Common Stock was $1.50 per share of Class A Common Stock. |
| 2. The stock option was granted under the CaNo Health, Inc. 2021 Stock Option and Incentive Plan and is scheduled to vest over four years, with 25% of the shares underlying the award vesting on March 31, 2024, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter. |
| 3. Common limited liability company units ("PCIH Common Units") of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), together with an equal number of shares of the Issuer's Class B Common Stock, par value $0.0001per share ("Class B Common Stock"), are exchangeable for either cash, at the election of the Issuer, or shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis pursuant to PCIH's Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"). The PCIH Common Units and Class B Common Stock have no expiration dates. A holder of PCIH Common Units has an economic interest in PCIH and also holds a corresponding number of non-economic shares of Class B Common Stock, which has one vote per share. |
| 4. In connection with the transfer described in Note (1) above, reflects the transfer of PCIH Common Units and an equal number of shares of Class B Common Stock (the "Transferred Securities") by borrowers to the Reporting Person pursuant to a repayment agreement to pay in full the outstanding principal amount owed by such borrowers to the Reporting Person under an outstanding promissory note. For such purpose, the parties agreed that the combined price for the Transferred Securities was $1.50 per share of Class B Common Stock. |
| 5. In connection with the transfer described in Notes (1) and (4) above, the Reporting Person wrote an option to the borrowers under which the borrowers received a right to acquire the Transferred Securities and the Class A Common Stock described in footnote (1) above from the Reporting Person for a price equal to $3.00 per share of Class B Common Stock or Class A Common Stock, as applicable, exercisable during the one year period following April 5, 2023, subject to the terms and conditions of the repayment agreement referred to in Notes (1) and (4) above. |
| /s/ Robert Camerlinck | 04/07/2023 | |
| ** 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. | ||