Hernandez Marlow 4
4 · Cano Health, Inc. · Filed Apr 6, 2023
Insider Transaction Report
Form 4
Hernandez Marlow
DirectorCEO and President
Transactions
- Sale
PCIH Common Units
2023-04-05−8,536,936→ 13,497,686 total(indirect: See Note)→ Class A Common Stock (8,536,936 underlying) - Sale
Class B Common Stock
2023-04-05−8,536,936→ 13,497,686 total(indirect: See Note)→ Class A Common Stock (8,536,936 underlying) - Purchase
Call option (right to buy)
2023-04-05+8,536,936→ 8,536,936 total(indirect: See Note)Exercise: $3.00→ PCIH Common Units/Class B Common Stock (8,536,936 underlying)
Holdings
- 70,000
Class B Common Stock
→ Class A Common Stock (70,000 underlying) - 70,000
PCIH Common Units
→ Class A Common Stock (70,000 underlying)
Footnotes (4)
- [F1]Common limited liability company units ("PCIH Common Units") of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), together with an equal number of shares of the Issuer's Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), are exchangeable for either cash, at the election of the Issuer, or shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis pursuant to PCIH's Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"). The PCIH Common Units and Class B Common Stock have no expiration dates. A holder of PCIH Common Units has an economic interest in PCIH and also holds a corresponding number of non-economic shares of Class B Common Stock, which has one vote per share.
- [F2]Transfer of PCIH Common Units and an equal number of shares of Class B Common Stock (the "Transferred Securities") by Hernandez Borrower Holdings LLC ("HBH") to a lender pursuant to a Stock Purchase and Repayment Agreement (the "Agreement") to pay in full the outstanding principal amount owed by the Reporting Person to the lender under a promissory note. For such purpose, the parties agreed that the combined price for the Transferred Securities was $1.50 per share of Class B Common Stock.
- [F3]These securities are owned directly by HBH. The Reporting Person has sole voting and dispositive power with respect to all of these securities and therefore is a beneficial owner of these securities.
- [F4]In connection with the transfer described in Note (2) above, HBH and the Reporting Person obtained a right from the lender to acquire the Transferred Securities from the lender for a price equal to $3.00 per share of Class B Common Stock exercisable during the one year period following April 5, 2023, subject to the terms and conditions of the Agreement.