| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CANO | Class A Common Stock | Other | +2.84M | +11.86% | 26.8M | Apr 5, 2023 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CANO | PCIH Common Units | Other | +17.2M | 17.2M | Apr 5, 2023 | Class A Common Stock | 17.2M | Direct | F2, F3, F4 | ||||
| transaction | CANO | Class B Common Stock | Other | +17.2M | 17.2M | Apr 5, 2023 | Class A Common Stock | 17.2M | Direct | F1, F3, F4 | ||||
| transaction | CANO | Put option (obligation to sell) | Sale | -20M | -100% | 0 | Apr 5, 2023 | PCIH Common Units/Class B Common Stock/Class A Common Stock | Direct | F5 |
| Id | Content |
|---|---|
| F1 | In connection with the transfer described in Note (4) below, reflects the transfer of Class A Common Stock by a borrower to the Reporting Person pursuant to a repayment agreement to pay in full the outstanding principal amount owed by such borrower to the Reporting Person under an outstanding promissory note. For such purpose, the parties agreed that the price for the Class A Common Stock was $1.50 per share of Class A Common Stock. |
| F2 | The stock option was granted under the CaNo Health, Inc. 2021 Stock Option and Incentive Plan and is scheduled to vest over four years, with 25% of the shares underlying the award vesting on March 31, 2024, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter. |
| F3 | 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 $0.0001per 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. |
| F4 | In connection with the transfer described in Note (1) above, reflects the transfer of PCIH Common Units and an equal number of shares of Class B Common Stock (the "Transferred Securities") by borrowers to the Reporting Person pursuant to a repayment agreement to pay in full the outstanding principal amount owed by such borrowers to the Reporting Person under an outstanding 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. |
| F5 | In connection with the transfer described in Notes (1) and (4) above, the Reporting Person wrote an option to the borrowers under which the borrowers received a right to acquire the Transferred Securities and the Class A Common Stock described in footnote (1) above from the Reporting Person for a price equal to $3.00 per share of Class B Common Stock or Class A Common Stock, as applicable, exercisable during the one year period following April 5, 2023, subject to the terms and conditions of the repayment agreement referred to in Notes (1) and (4) above. |