Amended Statement of Changes in Beneficial Ownership (4/a)
29 Dezembro 2022 - 8:09PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Hernandez Marlow |
2. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc.
[
CANO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
CANO HEALTH, INC., 9725 NW 117TH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2022 |
(Street)
MIAMI, FL 33178
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/31/2022 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 12/27/2022 | | J(1) | | 11017311 (1) | D | $0.00 | 0 | I | See Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Class B Common Stock | (1) | 12/27/2022 | | J (1) | | 11017311 (1) | | (2) | (2) | Class A Common Stock | 11017311 | (1) | 22034622 | I | See Footnote (3) |
PCIH Common Units | (1) | 12/27/2022 | | J (1) | | 11017311 (1) | | (2) | (2) | Class A Common Stock | 11017311 | (1) | 22034622 | I | See Footnote (3) |
Explanation of Responses: |
(1) | On May 26, 2022, Hernandez Borrower Holdings, LLC exchanged (the "Exchange") 11,017,311 common limited liability company units of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units") and 11,017,311 shares of Class B common stock, par value $0.0001 per share, of Cano Health, Inc. ("Class B Common Stock") for 11,017,311 shares of Class A common stock, par value $0.0001 per share, of Cano Health, Inc. ("Class A Common Stock"). On December 27, 2022, Cano Health, Inc., Primary Care (ITC) Intermediate Holdings, LLC and Marlow Hernandez entered into a Rescission Agreement pursuant to which the Exchange was rescinded ab initio and the 11,017,311 shares of Class A Common Stock that were issued in connection with such Exchange were cancelled and deemed null and void and Hernandez Borrower Holdings, LLC received 11,017,311 PCIH Common Units and 11,017,311 shares of Class B Common Stock. |
(2) | PCIH Common Units together with an equal number of shares of Class B Common Stock are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Second Amended And Restated Limited Liability Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC. The PCIH Common Units have no expiration date. |
(3) | These securities are owned directly by Hernandez Borrower Holdings LLC. Dr. Hernandez has sole voting and dispositive power with respect to all of these securities and therefore is a beneficial owner of these securities. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hernandez Marlow CANO HEALTH, INC. 9725 NW 117TH AVENUE MIAMI, FL 33178 | X |
| CEO |
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Signatures
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/s/ David J. Armstrong, Attorney-in-Fact | | 12/29/2022 |
**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 control number. |
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