Initial Statement of Beneficial Ownership (3)
August 12 2022 - 7:36PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Camerlinck Robert |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/1/2022
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3. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [CANO]
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(Last)
(First)
(Middle)
C/O CANO HEALTH, INC., 9725 NW 117TH AVENUE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Operating Officer / |
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(Street)
MIAMI, FL 33178
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 23235667 (1) | D | |
| Class A Common Stock | 285333 (2) | D | |
| Class A Common Stock | 39523 (3) | D | |
| Class A Common Stock | 7214 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (Right to Buy) | (4) | 6/3/2031 | Class A Common Stock | 150174 | $14.75 | D | |
| Stock Option (Right to Buy) | (4) | 6/3/2031 | Class A Common Stock | 150174 | $14.75 | D | |
| Stock Option (Right to Buy) | (4) | 6/3/2031 | Class A Common Stock | 150174 | $14.75 | D | |
| Stock Option (Right to Buy) | (4) | 6/3/2031 | Class A Common Stock | 150178 | $14.75 | D | |
| Stock Option (Right to Buy) | (5) | 3/15/2032 | Class A Common Stock | 11546 | $6.03 | D | |
| Explanation of Responses: |
| (1) | 2,857,092 shares of Class A common stock are subject to a lock-up that expires on January 2023. |
| (2) | These shares represent restricted stock units ("RSUs") granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer's Class A Common Stock. The RSUs will vest over four years, with 25% of the shares underlying the award vesting on August 24, 2022, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter. The RSUs were granted on March 15, 2022. |
| (3) | These shares represent RSUs granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer's Class A Common Stock. The RSUs will vest as to 50% of the RSUs on December 31, 2022 and the remaining 50% of the RSUs will vest on December, 31, 2023. The RSUs were granted on March 15, 2022. |
| (4) | The stock option is granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan and is scheduled to vest over two years, with 50% of the shares underlying the award vesting on June 3, 2024 and the remaining 50% of the shares underlying the award vesting on June 3, 2025. The stock option was granted on June 3, 2021. |
| (5) | The stock option is 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 15, 2023, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter. The stock option was granted on March 15, 2022. |
Remarks:
Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Camerlinck Robert
C/O CANO HEALTH, INC.
9725 NW 117TH AVENUE
MIAMI, FL 33178 |
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| Chief Operating Officer |
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Signatures
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| /s/ David J. Armstrong, attorney-in-fact | | 8/12/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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