SC 13D/A

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

Sole Voting Power

24,661,550⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

24,661,550⁽¹⁾

Shared Dispositive Power

0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Cano Health, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

13781Y 103

(CUSIP Number)

Dr. Marlow Hernandez c/o Cano Health, Inc.

9725 NW 117th Avenue, Suite 200

Miami, Florida 33178

(203) 422-7718

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 12, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.		Name of Reporting Persons Dr. Marlow Hernandez
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PF and OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E) ☐
6.		Citizenship or Place of Organization United States

(1)

Includes (1) 1,968,875 shares of the Issuer’s Class A Common Stock, 70,000 shares of the Issuer’s Class B Common Stock and 473,469 Public Warrants to purchase Class A Common Stock held by Dr. Hernandez; (2) 11,017,311 shares of the Issuer’s Class A Common Stock and 11,017,311 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC; and (3) 67,597 shares of the Issuer’s Class A Common Stock and 46,987 Public Warrants to purchase Class A Common Stock held by Marlow B. Hernandez 2020 Family Trust. The beneficial ownership described herein does not include unvested stock options and restricted stock units.

(2)

The percentage reported in item 13 is based upon 244,574,327 shares of Class A Common Stock outstanding and 249,909,475 shares of Class B Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022. Holders of Class A Common Stock vote together with holders of Class B Common Stock as a single class on all matters presented to the Company’s stockholders for their vote or approval. When calculated based upon 244,574,327 shares of Class A Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022, plus the shares of Class A Common Stock underlying the Public Warrants and the Class B Common Stock held by the Reporting Persons, the Reporting Persons beneficially own 9.0% of the Issuer’s Class A Common Stock.


1.		Name of Reporting Persons Hernandez Borrower Holdings, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes 11,017,311 shares of the Issuer’s Class A Common Stock and 11,017,311 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC.

(2)

The percentage reported in item 13 is based upon 244,574,327 shares of Class A Common Stock outstanding and 249,909,475 shares of Class B Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022. Holders of Class A Common Stock vote together with holders of Class B Common Stock as a single class on all matters presented to the Company’s stockholders for their vote or approval. When calculated based upon 244,574,327 shares of Class A Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022, plus the shares of Class B Common Stock held by the Reporting Person the Reporting Person beneficially own 8.3% of the Issuer’s Class A Common Stock.


1.		Name of Reporting Persons Marlow B. Hernandez 2020 Family Trust
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) PF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E) ☐
6.		Citizenship or Place of Organization Florida

(1)	Includes 67,597 shares of the Issuer’s Class A Common Stock and 46,987 Public Warrants to purchase Class A Common Stock.

(2)	Less than one percent. The percentage reported in item 13 is based upon 244,574,327 shares of Class A Common Stock outstanding and 249,909,475 shares of Class B Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022.

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2021 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the SEC on May 31, 2022 (as amended, the “Schedule 13D”), relating to the Class A Common Stock and Class B Common Stock of the Issuer. This Amendment No. 2 is filed to reflect that the Margin Loan Agreement, dated as of August 25, 2021, by and among Hernandez Borrower Holdings, LLC, the lenders party thereto and Citibank, N.A., pursuant to which Hernandez Borrower Holdings, LLC pledged 22,034,622 shares of Class A Common Stock and Class B Common stock to Citibank, N.A., a copy of which agreement was attached as Exhibit D to the Original Schedule 13D, was terminated on December 12, 2022. Capitalized terms used in the Amendment and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Item 5. Interests in Securities of the Issuer.

This Amendment No. 2 amends and restates Item 5 of the Schedule 13D in its entirety as set forth below:

(a)

Aggregate number and percentage of securities. Includes (1) 1,968,875 shares of the Issuer’s Class A Common Stock, 70,000 shares of the Issuer’s Class B Common Stock and 473,469 Public Warrants to purchase Class A Common Stock held by Dr. Hernandez; (2) 11,017,311 shares of the Issuer’s Class A Common Stock and 11,017,311 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC; and (3) 67,597 shares of the Issuer’s Class A Common Stock and 46,987 Public Warrants to purchase Class A Common Stock held by Marlow B. Hernandez 2020 Family Trust. The beneficial ownership described herein does not include 4,923,093 shares of Class A Common Stock underlying stock options which are currently unvested and restricted stock units not scheduled to vest within 60 days of the date hereof.

The aggregate number and percentage of shares of Class A Common Stock beneficially owned by the Reporting Persons is based upon 244,574,327 shares of Class A Common Stock outstanding and 249,909,475 shares of Class B Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022 plus shares of Class A Common Stock underlying the Public Warrants and Class B Common Stock held by the Reporting Persons, as is set forth in boxes 11 and 13 of the second part of the cover page to this Amendment No. 2 for each of the Reporting Persons, and such information is incorporated herein by reference.

(b)

Power to vote and dispose. The amounts of Class A Common Stock as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Amendment No. 2 for each of the Reporting Persons, and such information is incorporated herein by reference.

(c)	None of the Reporting Persons has effected any transactions related to the Class A Common Stock during the past 60 days.

(d)	Except as described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Common Stock of the Issuer reported by the Schedule 13D.

(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The third paragraph contained in Item 3 of the Original Schedule 13D is hereby deleted in its entirety.

The third paragraph contained in Item 6 of the Original Schedule 13D is hereby deleted in its entirety.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to the Schedule 13D is true, complete and correct.

Date: December 16, 2022


Dr. Marlow Hernandez

By:		/s/ Dr. Marlow Hernandez
		Dr. Marlow Hernandez

Marlow B. Hernandez 2020 Family Trust

By:		/s/ Dr. Marlow Hernandez
		Dr. Marlow Hernandez
Title:		Authorized Signatory

Hernandez Borrower Holdings, LLC

By:		/s/ Dr. Marlow Hernandez
		Dr. Marlow Hernandez
Title:		Authorized Signatory