Diameter Capital Partners LP - Jun 28, 2024 Form 3 Insider Report for Cano Health, Inc. (CANOQ)

Role
10%+ Owner
Signature
/s/ Shailini Rao, Attorney-in-Fact for Diameter Capital Partners, LP
Stock symbol
CANOQ
Transactions as of
Jun 28, 2024
Transactions value $
$0
Form type
3
Date filed
7/8/2024, 09:11 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CANOQ Common Stock 3.82M Jun 28, 2024 Diameter Master Fund LP F1, F2, F3
holding CANOQ Common Stock 1.75M Jun 28, 2024 Diameter Dislocation Master Fund II LP F1, F4, F5
holding CANOQ Common Stock 877K Jun 28, 2024 Diameter Dislocation Master Fund LP F1, 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
holding CANOQ Warrant (Right to Buy) Jun 28, 2024 Common Stock 118K $23.50 Diameter Master Fund LP F1, F2, F3
holding CANOQ Warrant (Right to Buy) Jun 28, 2024 Common Stock 54.5K $23.50 Diameter Dislocation Master Fund II LP F1, F4, F5
holding CANOQ Warrant (Right to Buy) Jun 28, 2024 Common Stock 27.2K $23.50 Diameter Dislocation Master Fund LP F1, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Issuer's Modified Fourth Amended Joint Chapter 11 Plan of Reorganization (the "Plan"), which was confirmed by the United States Bankruptcy Court for the District of Delaware on June 28, 2024 and became effective on June 28, 2024 (the "Effective Date"), each share of the Issuer's Class A Common Stock, $0.01 par value per share (the "Old Common Stock") and warrants to purchase Old Common Stock outstanding prior to the Issuer's emergence from bankruptcy were cancelled for no value. In addition, on the Effective Date, pursuant to the Plan and in connection with the Issuer's emergence from bankruptcy, the Issuer (i) newly issued 41,800,000 shares of common stock, $0.0001 par value per share (the "Common Stock") and (ii) was authorized to issue an aggregate of up to 2,200,150 warrants, each exercisable for one share of Common Stock, at an initial exercise price of $25.30 per share, exercisable for a 5-year period commencing on the Effective Date (the "Warrants").
F2 Pursuant to the Plan, Diameter Master Fund LP ("Diameter Master Fund"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 3,817,205 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 118,009 Warrants, in connection with the equitization of allowable Claims (as defined the Plan).
F3 Diameter Master Fund directly holds 3,817,205 shares of Common Stock and 118,009 Warrants. Diameter Capital Partners LP ("Diameter Capital") is the investment manager of Diameter Master Fund and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Diameter Master Fund. Each of Scott K. Goodwin ("Mr. Goodwin") and Jonathan Lewinsohn ("Mr. Lewinsohn") is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Diameter Master Fund LP. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Diameter Master Fund except to the extent of its or his pecuniary interest therein.
F4 Pursuant to the Plan, Diameter Dislocation Master Fund II LP ("Dislocation Master Fund II"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 1,752,243 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 54,466 Warrants in connection with the equitization of allowable Claims (as defined the Plan).
F5 Dislocation Master Fund II directly holds the 1,752,243 shares of Common Stock and 54,466 Warrants. Diameter Capital is the investment manager of Dislocation Master Fund II and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund II. Each of Mr. Goodwin and Mr. Lewinsohn is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund II. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Dislocation Master Fund II except to the extent of its or his pecuniary interest therein.
F6 Pursuant to the Plan, Diameter Dislocation Master Fund LP ("Dislocation Master Fund"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 876,836 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 27,233 Warrants in connection with the equitization of allowable Claims (as defined the Plan).
F7 Dislocation Master Fund directly holds the 876,836 shares of Common Stock and the 27,233 Warrants. Diameter Capital is the investment manager of Dislocation Master Fund and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund. Each of Mr. Goodwin and Mr. Lewinsohn is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Dislocation Master Fund except to the extent of its or his pecuniary interest therein.

Remarks:

Ex. 24 - Power of Attorney