0000899243-21-022349.txt : 20210607 0000899243-21-022349.hdr.sgml : 20210607 20210607181504 ACCESSION NUMBER: 0000899243-21-022349 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210604 FILED AS OF DATE: 20210607 DATE AS OF CHANGE: 20210607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STERNLICHT BARRY S CENTRAL INDEX KEY: 0001034657 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39289 FILM NUMBER: 211000706 MAIL ADDRESS: STREET 1: STARWOOD CAPITAL GROUP GLOBAL LP STREET 2: 1601 WASHINGTON AVENUE, SUITE 800 CITY: MIAMI BEACH STATE: FL ZIP: 33139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cano Health, Inc. CENTRAL INDEX KEY: 0001800682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9725 NW 117TH AVENUE, SUITE 200 CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 2034227700 MAIL ADDRESS: STREET 1: 9725 NW 117TH AVENUE, SUITE 200 CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: Jaws Acquisition Corp. DATE OF NAME CHANGE: 20200121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-04 0 0001800682 Cano Health, Inc. CANO 0001034657 STERNLICHT BARRY S 1601 WASHINGTON AVENUE, SUITE 800 MIAMI BEACH FL 33139 1 0 1 0 Class A common stock 2021-06-04 4 J 0 17175000 A 17175000 I By Jaws Sponsor LLC Class A common stock 2021-06-04 4 A 0 4865517 10.00 A 22040517 I By JAWS Equity Owner 146, L.L.C Class B ordinary shares 2021-06-04 4 J 0 17175000 D Class A Ordinary Shares 17175000 0 I By Jaws Sponsor LLC Warrants to purchase Class A common stock 11.50 2021-06-04 4 J 0 10533333 1.50 A 2021-07-04 2026-06-04 Class A Common Stock 10533333 10533333 I By Jaws Sponsor LLC In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated November 11, 2020, by and among Jaws Acquisition Corp. ("Jaws"), Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), Jaws domesticated as a Delaware corporation (the "Domestication") and changed its name to "Cano Health, Inc." ("Cano Health"). In connection with the Domestication, Jaws Sponsor LLC's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of Jaws, which were previously convertible into Class A ordinary shares of Jaws, were automatically converted into shares of Class A common stock of Cano Health, par value $0.0001 per share, on a one-for-one basis. The reported securities are held by the Sponsor, which is controlled by the reporting person and the reporting person is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4. The reported securities are held by JAWS Equity Owner 146, L.L.C. ("Equity Owner"), which purchased 4,865,517 shares of Class A common stock from the company in a private placement that closed concurrently with the closing of the Business Combination. The reporting person controls Equity Owner and is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4. Pursuant to the Private Placement Warrant Purchase Agreement, dated as of May 13, 2020, by and between Jaws and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of Cano Health (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Business Combination, for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination. /s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht 2021-06-07