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^*

Aguilar Richard

(Last)

(First)

(Middle)

CANO HEALTH, INC.

9725 NW 117TH AVENUE

(Street)

MIAMI

33178

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2023

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	05/25/2023		C		675,940	A	$0.00⁽¹⁾	1,889,924	D
Class A Common Stock	05/25/2023		C		600,000	A	$0.00⁽¹⁾	600,000	I	See Note⁽²⁾
Class A Common Stock	06/07/2023		S		400,000	D	$1.321⁽³⁾	1,489,924	D
Class A Common Stock	06/08/2023		G		600,000	D	$0.00	0	I	See Note⁽²⁾
Class A Common Stock	06/08/2023		G	V	600,000	A	$0.00	2,089,924	D
Class A Common Stock	06/08/2023		S		275,940	D	$1.2907⁽⁴⁾	1,813,984	D
Class A Common Stock	06/09/2023		S		100,000	D	$1.3776⁽⁵⁾	1,713,984	D
Class A Common Stock	06/12/2023		S		500,000	D	$1.4233⁽⁶⁾	1,213,984	D

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)
PCIH Common Units	⁽¹⁾	05/25/2023		C			675,940	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	675,940	$0.00	0	D
Class B Common Stock	⁽¹⁾	05/25/2023		C			675,940	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	675,940	$0.00	0	D
PCIH Common Units	⁽¹⁾	05/25/2023		C			600,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	600,000	$0.00	5,292,276	I	See Note⁽²⁾
Class B Common Stock	⁽¹⁾	05/25/2023		C			600,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	600,000	$0.00	5,292,276	I	See Note⁽²⁾

Explanation of Responses:

1. Reflects an exchange of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units"), together with the surrender and cancellation of the same number of shares of the Issuer's Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), for an equal number of shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), pursuant to the Second Amended And Restated Limited Liability Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC (the "LLC Agreement"). Transactions are exempt from Section 16(b) in reliance on Rule 16b-6(b).

2. These securities are owned directly by Aguilar Borrower Holdings LLC. The Reporting Person has sole voting and dispositive power with respect to all of these securities and therefore is a beneficial owner of these securities.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.30 to $1.35. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.26 to $1.33. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.365 to $1.39. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.39 to $1.45. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. PCIH Common Units, together with an equal number of shares of the Class B Common Stock, are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the LLC Agreement. The PCIH Common Units have no expiration date.

Remarks:

	/s/ David J. Armstrong, Attorney-in-Fact	06/13/2023
	** 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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