Jaws Sponsor LLC - Jun 4, 2021 Form 4 Insider Report for Cano Health, Inc. (CANO)

Role
10%+ Owner
Signature
/s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht, Authorized Signatory for Jaws Sponsor LLC
Stock symbol
CANO
Transactions as of
Jun 4, 2021
Transactions value $
$15,800,000
Form type
4
Date filed
6/7/2021, 06:15 PM
Next filing
Jul 23, 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 Direct F1, 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 Direct F1, F3
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 Direct F2, F3
* 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, the reporting person's 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 Pursuant to the Private Placement Warrant Purchase Agreement, dated as of May 13, 2020, by and between Jaws and the reporting person, the reporting person purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the reporting person 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.
F3 Barry S. Sternlicht controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person.