SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Camerlinck Robert

(Last)

(First)

(Middle)

C/O CANO HEALTH, INC.

9725 NW 117TH AVENUE

(Street)

MIAMI

33178

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2022

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

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

5. 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 Beneficially Owned
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	23,235,667⁽¹⁾	D
Class A Common Stock	285,333⁽²⁾	D
Class A Common Stock	39,523⁽³⁾	D
Class A Common Stock	7,214⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽⁴⁾	06/03/2031	Class A Common Stock	150,174	$14.75	D
Stock Option (Right to Buy)	⁽⁴⁾	06/03/2031	Class A Common Stock	150,174	$14.75	D
Stock Option (Right to Buy)	⁽⁴⁾	06/03/2031	Class A Common Stock	150,174	$14.75	D
Stock Option (Right to Buy)	⁽⁴⁾	06/03/2031	Class A Common Stock	150,178	$14.75	D
Stock Option (Right to Buy)	⁽⁵⁾	03/15/2032	Class A Common Stock	11,546	$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

	/s/ David J. Armstrong, attorney-in-fact	08/12/2022
	** 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 Number.