4//SEC Filing
Hernandez Marlow 4
Accession 0000899243-23-010873
CIK 0001800682other
Filed
Apr 5, 8:00 PM ET
Accepted
Apr 6, 5:09 PM ET
Size
15.0 KB
Accession
0000899243-23-010873
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.
Documents
Issuer
Cano Health, Inc.
CIK 0001800682
Entity typeother
Related Parties
1- filerCIK 0001865483
Filing Metadata
- Form type
- 4
- Filed
- Apr 5, 8:00 PM ET
- Accepted
- Apr 6, 5:09 PM ET
- Size
- 15.0 KB