Form 4 - Statement of changes in beneficial ownership of securities

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^*

Kent Mark D.

(Last)

(First)

(Middle)

C/O CANO HEALTH INC.

9725 NW 117TH AVENUE

(Street)

MIAMI

33178

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [ CANO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/28/2024		D⁽¹⁾		15,296⁽²⁾	D	⁽¹⁾	0	D
Class A Common Stock	06/28/2024		D⁽¹⁾		45,995⁽²⁾	D	⁽¹⁾	0	I	See Footnote⁽³⁾
Class A Common Stock	06/28/2024		D⁽¹⁾		23,609⁽²⁾	D	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Class A Common Stock	06/28/2024		D⁽¹⁾		23,609⁽²⁾	D	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Class A Common Stock	06/28/2024		D⁽¹⁾		1,749⁽²⁾	D	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Class A Common Stock	06/28/2024		D⁽¹⁾		1,749⁽²⁾	D	⁽¹⁾	0	I	See Footnote⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
New Warrants	$25.3	06/28/2024		A		94,416		⁽⁸⁾	06/28/2029	New Common Stock	94,416	⁽⁸⁾	94,416	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. Beginning on February 4, 2024, the Issuer and certain of its direct and indirect subsidiaries (together with the Issuer, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), seeking relief under Chapter 11 of Title 11 of the United States Code. On June 28, 2024, the Bankruptcy Court entered an order confirming the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors (the "Plan"), and on June 28, 2024 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. On the Effective Date, all outstanding shares of Class A Common Stock of the Issuer (the "Old Common Stock") and warrants, each exercisable for shares of Old Common Stock, were cancelled pursuant to the Plan.

2. Reflects the Issuer's 1-for-100 reverse stock split effective as of November 2, 2023.

3. These securities are owned directly by Total Health Medical Centers, LLC, which is wholly owned by the reporting person.

4. These securities are owned directly by Care Management Resources, LLC, which is wholly owned by the reporting person.

5. These securities are owned directly by Procare Medical Management, LLC, which is wholly owned by the reporting person.

6. These securities are owned directly by Your Partners in Health, LLC, which is wholly owned by the reporting person.

7. These securities are owned directly by Your Partners in Health I, LLC, which is wholly owned by the reporting person.

8. Pursuant to the Plan, on the Effective Date, the reporting person received warrants, each exercisable for one share of new common stock of the Issuer (the "New Warrants"). The New Warrants were received for no consideration and are owned directly by Nest Egg Trust LTD, which is wholly owned by the reporting person.

	/s/ David J. Armstrong, Attorney-in-Fact	07/02/2024
	** 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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