Cano Health, Inc.
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(Name of Issuer)
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Class A common stock, $0.0001 par value per share
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(Title of Class of Securities)
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13781Y103 |
(CUSIP Number)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 7, 2023
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 13781Y103
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2 of 6 Pages
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Barry S. Sternlicht
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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254,806(1)
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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254,806(1)
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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254,806
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.6%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.
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(2) |
Percentage is calculated based on 2,887,607 shares of Class A Common Stock issued and outstanding as of October 30, 2023 after giving effect to the 1-for-100 reverse stock split of the Issuer, effective November 2, 2023 (the “Reverse
Stock Split”), as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission on November 2, 2023, plus shares of Class A Common Stock underlying the Private Placement Warrants and restricted stock
units (“RSUs”) held by the Reporting Person or affiliates thereof after giving effect to the Reverse Stock Split.
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CUSIP No. 13781Y103
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3 of 6 Pages
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SCHEDULE 13D
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Item 2. |
Identity and Background.
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Item 4. |
Purpose of Transaction.
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CUSIP No. 13781Y103
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4 of 6 Pages
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SCHEDULE 13D
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Item 5. |
Interest in Securities of the Issuer.
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(a)
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Aggregate number and percentage of securities. The aggregate number and percentage of shares of Class A Common Stock beneficially owned by the Reporting Person is based
on 2,887,607 shares of Class A Common Stock issued and outstanding as of October 30, 2023 after giving effect to the Reverse Stock Split, as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission on
November 2, 2023, plus shares of Class A Common Stock underlying the Private Placement Warrants and RSUs held by the Reporting Person or affiliates thereof after giving effect to the Reverse Stock Split as is set forth in boxes 11 and 13 of
the second part of the cover page to this Statement, and such information is incorporated herein by reference.
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(b)
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Power to vote and dispose. The amounts of Class A Common Stock as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and
shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Statement, and such information is incorporated herein by reference.
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(c)
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Transactions in Last 60 Days. No transactions in the shares of Class A Common Stock have been effected during the past sixty (60) days by the Reporting Person, inclusive of any transactions
effected through 4:00 p.m., New York City time, on November 7, 2023.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to Be Filed as Exhibits.
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CUSIP No. 13781Y103
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5 of 6 Pages
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SCHEDULE 13D
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Dated: November 7, 2023
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Barry Stuart Sternlicht
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By:
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/s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht
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Barry S. Sternlicht
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CUSIP No. 13781Y103
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6 of 6 Pages
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SCHEDULE 13D
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A
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–
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Joint Filing Agreement, dated June 14, 2021.*
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B
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–
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Private Placement Warrants Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuer’s current report on Form 8-K, filed with the SEC on May 18, 2020).*
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C
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–
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Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Issuer’s current report on Form 8-K, filed with the SEC on November 11, 2020).*
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D
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–
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Form of Investor Rights Agreement (incorporated by reference to Exhibit 10.2 of the Issuer’s current report on Form S-4/A, filed with the SEC on April 28, 2021).*
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E
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–
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Business Combination Agreement (incorporated by reference to Exhibit 2.1 of the Issuer’s current report on Form 8-K, filed with the SEC on November 11, 2020).*
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F
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–
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Sponsor Letter Agreement (incorporated by reference to Exhibit 10.2 of the Issuer’s current report on Form 8-K, filed with the SEC on November 11, 2020).*
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G
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–
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Resignation Letter, dated March 30, 2023, from the Reporting Person to the Board of Directors of Cano Health, Inc.*
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H
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–
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Group Agreement, dated as of April 2, 2023, among the Reporting Person and other parties identified therein.*
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I
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–
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Press Release, dated April 10, 2023.*
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J
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–
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Press Release, dated April 17, 2023.*
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K
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–
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Press Release, dated April 26, 2023.*
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L
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–
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Press Release and Letter, dated May 11, 2023.*
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M
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–
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Press Release, dated May 18, 2023.*
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N
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–
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Joint Filing and Solicitation Agreement, dated May 18, 2023.*
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O
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–
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Press Release, dated July 17, 2023.*
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–
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JFSA Termination Agreement, dated November 7, 2023.
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ITC Rumba, LLC
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By:
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/s/ Elliott Cooperstone
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Name:
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Elliot Cooperstone
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Title:
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Managing Partner
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/s/ Elliott Cooperstone
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Elliot Cooperstone
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EGGE, LLC
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By:
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/s/ Lewis Gold
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Name:
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Lewis Gold
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Title:
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Managing Partner
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EG Advisors, LLC
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|||
By:
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/s/ Lewis Gold
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Name:
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Lewis Gold
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Title:
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Managing Partner
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/s/ Lewis Gold
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Lewis Gold
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Jaws Equity Owner 146, LLC
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By:
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/s/ Barry Sternlicht
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Name:
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Barry Sternlicht
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Title:
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Sole Member
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/s/ Barry Sternlicht
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Barry Sternlicht
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