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