SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STERNLICHT BARRY S

(Last)

(First)

(Middle)

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [ CANO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	06/04/2021		J⁽¹⁾		17,175,000	A	⁽¹⁾	17,175,000	I	By Jaws Sponsor LLC⁽²⁾
Class A common stock	06/04/2021		A		4,865,517	A	$10	22,040,517	I	By JAWS Equity Owner 146, L.L.C⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B ordinary shares	⁽¹⁾	06/04/2021		J⁽¹⁾			17,175,000	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	17,175,000	⁽¹⁾	0	I	By Jaws Sponsor LLC⁽²⁾
Warrants to purchase Class A common stock	$11.5	06/04/2021		J⁽⁴⁾		10,533,333		07/04/2021⁽⁴⁾	06/04/2026⁽⁴⁾	Class A Common Stock	10,533,333	$1.5	10,533,333	I	By Jaws Sponsor LLC⁽²⁾

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated November 11, 2020, by and among Jaws Acquisition Corp. ("Jaws"), Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), Jaws domesticated as a Delaware corporation (the "Domestication") and changed its name to "Cano Health, Inc." ("Cano Health"). In connection with the Domestication, Jaws Sponsor LLC's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of Jaws, which were previously convertible into Class A ordinary shares of Jaws, were automatically converted into shares of Class A common stock of Cano Health, par value $0.0001 per share, on a one-for-one basis.

2. The reported securities are held by the Sponsor, which is controlled by the reporting person and the reporting person is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4.

3. The reported securities are held by JAWS Equity Owner 146, L.L.C. ("Equity Owner"), which purchased 4,865,517 shares of Class A common stock from the company in a private placement that closed concurrently with the closing of the Business Combination. The reporting person controls Equity Owner and is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4.

4. Pursuant to the Private Placement Warrant Purchase Agreement, dated as of May 13, 2020, by and between Jaws and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of Cano Health (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Business Combination, for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.

Remarks:

	/s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht	06/07/2021
	** 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 4 (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).
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