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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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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 | 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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
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. |