Marlow Hernandez

Filed: 14 Jun 21, 9:30pm
SEC Form 3
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Hernandez Marlow

(Last) (First) (Middle)
9725 NW 117TH AVENUE, SUITE 200

MIAMI FL 33178

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [ CANO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 06/03/2031 Class A Common Stock 2,820,000 14.75 D
Class B Common Stock (2) (2) Class A Common Stock 21,933,770 0.00 I See Footnote(3)
PCIH Common Units(2) (2) (2) Class A Common Stock 21,933,770 0.00 I See Footnote(3)
Explanation of Responses:
1. The stock option is subject to both a performance and service condition. The performance condition will be satisfied as to 25% of the stock option when the closing price of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), equals the following prices for 20 consecutive trading days: $20, $25, $30 and $40 ("Performance Condition"). 50% of the applicable percentage of the stock option for which the Performance Condition is satisfied will vest on each of the first and second anniversaries of the date on which the Performance Condition was satisfied. The stock option was granted on June 3, 2021.
2. Common limited liability company units of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units"), together with an equal number of shares of the Issuer's Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis from and after the one-year anniversary of the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 11, 2020, by and among Jaws Acquisition Corp., Jaws Merger Sub, LLC, Primary Care (ITC) Intermediate Holdings, LLC ("PCIH") and PCIH's sole member, Primary Care (ITC) Holdings, LLC, subject to earlier termination upon the occurrence of certain events. The PCIH Common Units have no expiration date.
3. The Class B Common Stock and PCIH Common Units are owned directly by the Reporting Person or through the Marlow B. Hernandez 2020 Family Trust. The Reporting Person is trustee of the trust, has sole voting and dispositive power with respect to all of these securities and therefore is a beneficial owner of these securities.
Chief Executive Officer and President Exhibit 24 - Power of Attorney
/s/ David J. Armstrong, Attorney-in-Fact 06/14/2021
** 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 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.