Marlow Hernandez - Apr 5, 2023 Form 4 Insider Report for Cano Health, Inc. (CANO)

Role: CEO, Director
Signature: /s/ David J. Armstrong, Attorney-in-Fact for Marlow Hernandez
Stock symbol: CANO
Transactions as of: Apr 5, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/6/2023, 05:09 PM
Previous filing: Apr 4, 2023
Next filing: Jun 2, 2023

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	PCIH Common Units	Sale		-8.54M	-38.74%		13.5M	Apr 5, 2023	Class A Common Stock	8.54M		See Note	F1, F2, F3
transaction	CANO	Class B Common Stock	Sale		-8.54M	-38.74%		13.5M	Apr 5, 2023	Class A Common Stock	8.54M		See Note	F1, F2, F3
transaction	CANO	Call option (right to buy)	Purchase		+8.54M			8.54M	Apr 5, 2023	PCIH Common Units/Class B Common Stock	8.54M	$3.00	See Note	F3, F4
holding	CANO	PCIH Common Units						70K	Apr 5, 2023	Class A Common Stock	70K		Direct	F1
holding	CANO	Class B Common Stock						70K	Apr 5, 2023	Class A Common Stock	70K		Direct	F1

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

Explanation of Responses:

Id	Content
F1	Common limited liability company units ("PCIH Common Units") of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), 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, at the election of the Issuer, or shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis pursuant to PCIH's Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"). The PCIH Common Units and Class B Common Stock have no expiration dates. A holder of PCIH Common Units has an economic interest in PCIH and also holds a corresponding number of non-economic shares of Class B Common Stock, which has one vote per share.
F2	Transfer of PCIH Common Units and an equal number of shares of Class B Common Stock (the "Transferred Securities") by Hernandez Borrower Holdings LLC ("HBH") to a lender pursuant to a Stock Purchase and Repayment Agreement (the "Agreement") to pay in full the outstanding principal amount owed by the Reporting Person to the lender under a promissory note. For such purpose, the parties agreed that the combined price for the Transferred Securities was $1.50 per share of Class B Common Stock.
F3	These securities are owned directly by HBH. The Reporting Person has sole voting and dispositive power with respect to all of these securities and therefore is a beneficial owner of these securities.
F4	In connection with the transfer described in Note (2) above, HBH and the Reporting Person obtained a right from the lender to acquire the Transferred Securities from the lender for a price equal to $3.00 per share of Class B Common Stock exercisable during the one year period following April 5, 2023, subject to the terms and conditions of the Agreement.