Nut Tree Capital Management, LP - Jun 28, 2024 Form 4 Insider Report for Cano Health, Inc. (CANO)

Signature
Nut Tree Capital Management, LP, By: /s/ Jared R. Nussbaum, Chief Investment Officer and Managing Partner
Stock symbol
CANO
Transactions as of
Jun 28, 2024
Transactions value $
$0
Form type
4
Date filed
7/2/2024, 07:53 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CANO Common Stock Other +913K 913K Jun 28, 2024 See Footnote F1, F2, F3, F4, F7
transaction CANO Common Stock Other +9.56M 9.56M Jun 28, 2024 See Footnote F1, F2, F3, F5, F7
transaction CANO Common Stock Other +556K 556K Jun 28, 2024 See Footnote F1, F2, F3, F6, F7

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 Warrants (Right to Buy) Other +32.8K 32.8K Jun 28, 2024 Common Stock 32.8K $25.30 See Footnote F1, F2, F3, F4, F7, F8
transaction CANO Warrants (Right to Buy) Other +348K 348K Jun 28, 2024 Common Stock 348K $25.30 See Footnote F1, F2, F3, F5, F7, F8
transaction CANO Warrants (Right to Buy) Other +17.1K 17.1K Jun 28, 2024 Common Stock 17.1K $25.30 See Footnote F1, F2, F3, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 4, 2024, the Issuer and certain of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions (collectively, the "Chapter 11 Cases") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On June 28, 2024, the Bankruptcy Court entered an order confirming the Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors (the "Plan"), and on June 28, 2024 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases.
F2 On the Effective Date, all outstanding existing shares of Class A Common Stock, $0.01 par value per share (the "Old Common Stock") and warrants, each exercisable for shares of Old Common Stock, of the Issuer were cancelled, and the Issuer newly issued (i) 41,800,000 shares of Common Stock, $0.0001 par value per share (the "Shares"), and (ii) 2,200,150 warrants, each exercisable for one Share, at an initial exercise price of $25.30 per Share (the "Warrants").
F3 Represents Shares and Warrants issued by the Issuer on the Effective Date, pursuant to the Plan, in exchange for debt securities of the Issuer previously acquired and/or held by Nut Tree Capital Management as of June 28, 2024.
F4 Shares held directly by Nut Tree Drawdown Master Fund, LP, to which Nut Tree Capital Management, LP ("Nut Tree Capital Management") serves as investment adviser.
F5 Shares held directly by Nut Tree Master Fund, LP, to which Nut Tree Capital Management serves as investment adviser.
F6 Shares held directly by Nut Tree Drawdown Master Fund II, LP, to which Nut Tree Capital Management serves as investment adviser.
F7 Nut Tree Capital Management GP, LLC ("Nut Tree Capital Management GP") serves as a general partner of Nut Tree Capital Management. Mr. Nussbaum serves as Chief Investment Officer and Managing Partner of Nut Tree Capital Management, and is the sole member of Nut Tree Capital Management GP. Each of the Reporting Persons may therefore be deemed to beneficially own the Shares and Warrants reported herein, and disclaims beneficial ownership of such Shares and Warrants except to the extent of its or his pecuniary interest therein.
F8 These Warrants have an initial exercise price of $25.30 per Share, subject to certain customary adjustments as set forth in the related warrant agreement (the "Warrant Agreement"). These Warrants expire on June 28, 2029, or earlier upon the occurrence of certain events as set forth in the Warrant Agreement.

Remarks:

Each of the Reporting Persons may be deemed to be a director-by-deputization of the Issuer for purposes of Section 16 of the Exchange Act by virtue of Nut Tree Capital Management's current right, under the Issuer's Amended and Restated Certification of Incorporation and based on Nut Tree Capital Management's current ownership of Shares, to nominate two persons to serve on the board of directors of the Issuer (the "Board"). Eric H. Hsiao, an affiliated partner of Nut Tree Capital Management GP, and Timothy Alan Wheatley currently serve as Nut Tree Capital Management's designated directors on the Board.