Barry S. Sternlicht - Jun 4, 2021 Form 4 Insider Report for Cano Health, Inc. (CANO)

Role
Director, 10%+ Owner
Signature
/s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht
Stock symbol
CANO
Transactions as of
Jun 4, 2021
Transactions value $
$64,455,170
Form type
4
Date filed
6/7/2021, 06:15 PM
Previous filing
Jun 3, 2021
Next filing
Jun 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CANO Class A common stock Other +17.2M 17.2M Jun 4, 2021 By Jaws Sponsor LLC F1, F2
transaction CANO Class A common stock Award $48.7M +4.87M +28.33% $10.00 22M Jun 4, 2021 By JAWS Equity Owner 146, L.L.C F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CANO Class B ordinary shares Other -17.2M -100% 0 Jun 4, 2021 Class A Ordinary Shares 17.2M By Jaws Sponsor LLC F1, F2
transaction CANO Warrants to purchase Class A common stock Other $15.8M +10.5M $1.50 10.5M Jun 4, 2021 Class A Common Stock 10.5M $11.50 By Jaws Sponsor LLC F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated November 11, 2020, by and among Jaws Acquisition Corp. ("Jaws"), Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), Jaws domesticated as a Delaware corporation (the "Domestication") and changed its name to "Cano Health, Inc." ("Cano Health"). In connection with the Domestication, Jaws Sponsor LLC's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of Jaws, which were previously convertible into Class A ordinary shares of Jaws, were automatically converted into shares of Class A common stock of Cano Health, par value $0.0001 per share, on a one-for-one basis.
F2 The reported securities are held by the Sponsor, which is controlled by the reporting person and the reporting person is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4.
F3 The reported securities are held by JAWS Equity Owner 146, L.L.C. ("Equity Owner"), which purchased 4,865,517 shares of Class A common stock from the company in a private placement that closed concurrently with the closing of the Business Combination. The reporting person controls Equity Owner and is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4.
F4 Pursuant to the Private Placement Warrant Purchase Agreement, dated as of May 13, 2020, by and between Jaws and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of Cano Health (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Business Combination, for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.