0000902664-22-001623.txt : 20220214 0000902664-22-001623.hdr.sgml : 20220214 20220214093111 ACCESSION NUMBER: 0000902664-22-001623 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91632 FILM NUMBER: 22626225 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Diameter Capital Partners LP CENTRAL INDEX KEY: 0001727012 IRS NUMBER: 371843821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: SUITE 29B CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-655-1400 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: SUITE 29B CITY: NEW YORK STATE: NY ZIP: 10001 SC 13G/A 1 p22-0080sc13ga.htm CANO HEALTH, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Cano Health, Inc.

(formerly known as Jaws Acquisition Corp.)

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

13781Y103

(CUSIP Number)
 

December 31, 2021

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 13781Y10313G/APage 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Diameter Capital Partners LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

CUSIP No. 13781Y10313G/APage 3 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Scott K. Goodwin

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 13781Y10313G/APage 4 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Jonathan Lewinsohn

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 13781Y10313G/APage 5 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Cano Health, Inc. (formerly known as Jaws Acquisition Corp.) (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 9725 NW 117th Avenue, Suite 200, Miami, Florida 33178.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:
   
  (i)

Diameter Capital Partners LP (the "Investment Manager"), a Delaware limited partnership and the investment manager of certain funds and accounts (collectively, the "Diameter Funds"), with respect to the shares of Class A Common Stock (as defined in Item 2(d) below) directly held by the Diameter Funds;

 

  (ii) Scott K. Goodwin ("Mr. Goodwin"), a managing member of Diameter Capital GP LLC, a Delaware limited liability company and the general partner of the Investment Manager, ("Diameter Capital GP") with respect to the shares of Class A Common Stock directly held by the Diameter Funds; and
     
  (iii) Jonathan Lewinsohn ("Mr. Lewinsohn"), a managing member of Diameter Capital GP, with respect to the shares of Class A Common Stock directly held by the Diameter Funds.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock reported herein.  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the business office of the Investment Manager and Mr. Lewisohn is 55 Hudson Yards, Suite 29B, New York, NY 10001. The address of the business office of Mr. Goodwin is 360 S Rosemary Ave, Suite 1005, West Palm Beach, FL 33401.

 

Item 2(c). CITIZENSHIP:
   
  The Investment Manager is a Delaware limited partnership.  Each of Mr. Goodwin and Mr. Lewinsohn is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A Common Stock, par value $0.0001 per share ("Class A Common Stock").

 

CUSIP No. 13781Y10313G/APage 6 of 8 Pages

 

Item 2(e). CUSIP NUMBER:
   
  13781Y103

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) x

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

Item 4. OWNERSHIP.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

CUSIP No. 13781Y10313G/APage 7 of 8 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.
   
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 13781Y10313G/APage 8 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2022

 

DIAMETER CAPITAL PARTNERS LP  
   
     
By: /s/ Shailini Rao  
Name: Shailini Rao  
Title: General Counsel / Chief Compliance Officer  
     
     
/s/ Scott K. Goodwin  
SCOTT K. GOODWIN  
   
   
   
/s/ Jonathan Lewinsohn  
JONATHAN LEWINSOHN