David J. Armstrong - Jun 3, 2021 Form 3 Insider Report for Cano Health, Inc. (CANO)

Role: General Counsel, Chief Compliance Officer and Secretary
Signature: /s/ David J. Armstrong
Stock symbol: CANO
Transactions as of: Jun 3, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/14/2021, 09:23 PM
Next filing: Aug 24, 2021

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

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CANO	Stock Option (Right to Buy)	Jun 3, 2021	Class A Common Stock	601K	$14.75	Direct	F1
holding	CANO	Class B Common Stock	Jun 3, 2021	Class A Common Stock	874K	$0.00	Direct	F2
holding	CANO	PCIH Common Units	Jun 3, 2021	Class A Common Stock	874K	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The stock option is subject to both a performance and service condition. The performance condition will be satisfied as to 25% of the stock option when the closing price of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), equals the following prices for 20 consecutive trading days: $20, $25, $30 and $40 ("Performance Condition"). 50% of the applicable percentage of the stock option for which the Performance Condition is satisfied will vest on each of the first and second anniversaries of the date on which the Performance Condition was satisfied. The stock option was granted on June 3, 2021.
F2	Common limited liability company units of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units"), together with an equal number of shares of the Issuer's Class B Common Stock, par value $0.0001 per share, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis from and after the one-year anniversary of the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 11, 2020, by and among Jaws Acquisition Corp., Jaws Merger Sub, LLC, Primary Care (ITC) Intermediate Holdings, LLC ("PCIH") and PCIH's sole member, Primary Care (ITC) Holdings, LLC, subject to earlier termination upon the occurrence of certain events. The PCIH Common Units have no expiration date.

Content

The stock option is subject to both a performance and service condition. The performance condition will be satisfied as to 25% of the stock option when the closing price of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), equals the following prices for 20 consecutive trading days: $20, $25, $30 and $40 ("Performance Condition"). 50% of the applicable percentage of the stock option for which the Performance Condition is satisfied will vest on each of the first and second anniversaries of the date on which the Performance Condition was satisfied. The stock option was granted on June 3, 2021.

Common limited liability company units of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units"), together with an equal number of shares of the Issuer's Class B Common Stock, par value $0.0001 per share, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis from and after the one-year anniversary of the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 11, 2020, by and among Jaws Acquisition Corp., Jaws Merger Sub, LLC, Primary Care (ITC) Intermediate Holdings, LLC ("PCIH") and PCIH's sole member, Primary Care (ITC) Holdings, LLC, subject to earlier termination upon the occurrence of certain events. The PCIH Common Units have no expiration date.

Remarks:

General Counsel, Chief Compliance Officer and Secretary