FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [ CANO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2024 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/28/2024 | J(1)(2) | 912,538(3) | A | (3) | 912,538 | I | See Footnote(4)(7) | ||
Common Stock | 06/28/2024 | J(1)(2) | 9,557,095(3) | A | (3) | 9,557,095 | I | See Footnote(5)(7) | ||
Common Stock | 06/28/2024 | J(1)(2) | 555,508(3) | A | (3) | 555,508 | I | See Footnote(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (Right to Buy) | $25.3(8) | 06/28/2024 | J(1)(2) | 32,750(3) | 06/28/2024 | 06/28/2029(8) | Common Stock | 32,750 | (3) | 32,750 | I | See Footnote(4)(7) | |||
Warrants (Right to Buy) | $25.3(8) | 06/28/2024 | J(1)(2) | 347,603(3) | 06/28/2024 | 06/28/2029(8) | Common Stock | 347,603 | (3) | 347,603 | I | See Footnote(5)(7) | |||
Warrants (Right to Buy) | $25.3(8) | 06/28/2024 | J(1)(2) | 17,054(3) | 06/28/2024 | 06/28/2029(8) | Common Stock | 17,054 | (3) | 17,054 | I | See Footnote(6)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On February 4, 2024, the Issuer and certain of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions (collectively, the "Chapter 11 Cases") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On June 28, 2024, the Bankruptcy Court entered an order confirming the Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors (the "Plan"), and on June 28, 2024 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. |
2. On the Effective Date, all outstanding existing shares of Class A Common Stock, $0.01 par value per share (the "Old Common Stock") and warrants, each exercisable for shares of Old Common Stock, of the Issuer were cancelled, and the Issuer newly issued (i) 41,800,000 shares of Common Stock, $0.0001 par value per share (the "Shares"), and (ii) 2,200,150 warrants, each exercisable for one Share, at an initial exercise price of $25.30 per Share (the "Warrants"). |
3. Represents Shares and Warrants issued by the Issuer on the Effective Date, pursuant to the Plan, in exchange for debt securities of the Issuer previously acquired and/or held by Nut Tree Capital Management as of June 28, 2024. |
4. Shares held directly by Nut Tree Drawdown Master Fund, LP, to which Nut Tree Capital Management, LP ("Nut Tree Capital Management") serves as investment adviser. |
5. Shares held directly by Nut Tree Master Fund, LP, to which Nut Tree Capital Management serves as investment adviser. |
6. Shares held directly by Nut Tree Drawdown Master Fund II, LP, to which Nut Tree Capital Management serves as investment adviser. |
7. Nut Tree Capital Management GP, LLC ("Nut Tree Capital Management GP") serves as a general partner of Nut Tree Capital Management. Mr. Nussbaum serves as Chief Investment Officer and Managing Partner of Nut Tree Capital Management, and is the sole member of Nut Tree Capital Management GP. Each of the Reporting Persons may therefore be deemed to beneficially own the Shares and Warrants reported herein, and disclaims beneficial ownership of such Shares and Warrants except to the extent of its or his pecuniary interest therein. |
8. These Warrants have an initial exercise price of $25.30 per Share, subject to certain customary adjustments as set forth in the related warrant agreement (the "Warrant Agreement"). These Warrants expire on June 28, 2029, or earlier upon the occurrence of certain events as set forth in the Warrant Agreement. |
Remarks: |
Each of the Reporting Persons may be deemed to be a director-by-deputization of the Issuer for purposes of Section 16 of the Exchange Act by virtue of Nut Tree Capital Management's current right, under the Issuer's Amended and Restated Certification of Incorporation and based on Nut Tree Capital Management's current ownership of Shares, to nominate two persons to serve on the board of directors of the Issuer (the "Board"). Eric H. Hsiao, an affiliated partner of Nut Tree Capital Management GP, and Timothy Alan Wheatley currently serve as Nut Tree Capital Management's designated directors on the Board. |
Nut Tree Capital Management, LP, By: /s/ Jared R. Nussbaum, Chief Investment Officer and Managing Partner | 07/02/2024 | |
Nut Tree Capital Management GP, LLC, By: /s/ Jared R. Nussbaum, Sole Member | 07/02/2024 | |
/s/ Jared R. Nussbaum | 07/02/2024 | |
** 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 4 (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. |