Marlow Hernandez - Jun 3, 2021 Form 3 Insider Report for Cano Health, Inc. (CANO)

Role
Chief Executive Officer and President Exhibit 24 - Power of Attorney, Director
Signature
/s/ David J. Armstrong, Attorney-in-Fact
Stock symbol
CANO
Transactions as of
Jun 3, 2021
Transactions value $
$0
Form type
3
Date filed
6/14/2021, 09:30 PM
Next filing
Aug 23, 2021

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
holding CANO Stock Option (Right to Buy) Jun 3, 2021 Class A Common Stock 2.82M $14.75 Direct F1
holding CANO Class B Common Stock Jun 3, 2021 Class A Common Stock 21.9M $0.00 See Footnote F2, F3
holding CANO PCIH Common Units Jun 3, 2021 Class A Common Stock 21.9M $0.00 See Footnote F2, F3
* 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 ("Class B Common Stock"), 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.
F3 The Class B Common Stock and PCIH Common Units are owned directly by the Reporting Person or through the Marlow B. Hernandez 2020 Family Trust. The Reporting Person is trustee of the trust, has sole voting and dispositive power with respect to all of these securities and therefore is a beneficial owner of these securities.

Remarks:

Chief Executive Officer and President Exhibit 24 - Power of Attorney