Marlow Hernandez - May 26, 2022 Form 4/A - Amendment Insider Report for Cano Health, Inc. (CANO)

Signature
/s/ David J. Armstrong, Attorney-in-Fact
Stock symbol
CANO
Transactions as of
May 26, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
12/29/2022, 05:09 PM
Date Of Original Report
May 31, 2022
Previous filing
Mar 17, 2022
Next filing
Jul 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CANO Class A Common Stock Other $0 -11M -100% $0.00* 0 Dec 27, 2022 See Footnote F1

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 Common Stock Other +11M +100% 22M Dec 27, 2022 Class A Common Stock 11M See Footnote F1, F2, F3
transaction CANO PCIH Common Units Other +11M +100% 22M Dec 27, 2022 Class A Common Stock 11M See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 26, 2022, Hernandez Borrower Holdings, LLC exchanged (the "Exchange") 11,017,311 common limited liability company units of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units") and 11,017,311 shares of Class B common stock, par value $0.0001 per share, of Cano Health, Inc. ("Class B Common Stock") for 11,017,311 shares of Class A common stock, par value $0.0001 per share, of Cano Health, Inc. ("Class A Common Stock"). On December 27, 2022, Cano Health, Inc., Primary Care (ITC) Intermediate Holdings, LLC and Marlow Hernandez entered into a Rescission Agreement pursuant to which the Exchange was rescinded ab initio and the 11,017,311 shares of Class A Common Stock that were issued in connection with such Exchange were cancelled and deemed null and void and Hernandez Borrower Holdings, LLC received 11,017,311 PCIH Common Units and 11,017,311 shares of Class B Common Stock.
F2 PCIH Common Units together with an equal number of shares of Class B Common Stock are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Second Amended And Restated Limited Liability Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC. The PCIH Common Units have no expiration date.
F3 These securities are owned directly by Hernandez Borrower Holdings LLC. Dr. Hernandez has sole voting and dispositive power with respect to all of these securities and therefore is a beneficial owner of these securities.