Filing Details
- Accession Number:
- 0001193125-23-221761
- Form Type:
- 13D Filing
- Publication Date:
- 2023-08-27 20:00:00
- Filed By:
- Hernandez Marlow
- Company:
- Cano Health Inc.
- Filing Date:
- 2023-08-28
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Dr. Marlow Hernandez | 25,108,418 | 0 | 25,108,418 | 0 | 25,108,418 | 4.66% |
| Hernandez Borrower Holdings | 22,034,622 | 0 | 22,034,622 | 0 | 22,034,622 | 4.09% |
| Marlow B. Hernandez | 114,584 | 0 | 114,584 | 0 | 114,584 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Cano Health, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
13781Y 103
(CUSIP Number)
Dr. Marlow Hernandez c/o Cano Health, Inc.
9725 NW 117th Avenue, Suite 200
Miami, Florida 33178
(203) 422-7718
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 19, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 (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).
| 1. | Name of Reporting Persons
Dr. Marlow Hernandez | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
25,108,418(1) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
25,108,418(1) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Person
25,108,418 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented By Amount in Row (11)
4.66%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes (1) 2,415,743 shares of the Issuers Class A Common Stock, 70,000 shares of the Issuers Class B Common Stock and 473,469 Public Warrants to purchase Class A Common Stock held by Dr. Hernandez; (2) 13,497,686 shares of the Issuers Class B Common Stock held by Hernandez Borrower Holdings, LLC; (3) an option provided to Dr. Hernandez and Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 8,536,936 shares of the Issuers Class B Common Stock; and (4) 67,597 shares of the Issuers Class A Common Stock and 46,987 Public Warrants to purchase Class A Common Stock held by the Marlow B. Hernandez 2020 Family Trust. The beneficial ownership described herein does not include unvested stock options and restricted stock units. |
| (2) | The percentage reported in item 13 is based upon 285,474,630 shares of Class A Common Stock outstanding and 253,208,965 shares of Class B Common Stock outstanding as of August 9, 2023, as reported on the Issuers Form 10-Q, filed on August 10, 2023 and takes into account the 8,536,936 shares of Class B Common Stock that are subject to the option provided in the Repayment Agreement. Holders of Class A Common Stock vote together with holders of Class B Common Stock as a single class on all matters presented to the Companys stockholders for their vote or approval. When calculated based upon 285,474,630 shares of Class A Common Stock outstanding as of August 9, 2023, as reported on the Issuers Form 10-Q, filed on August 10, 2023, plus the shares of Class A Common Stock underlying the Public Warrants, the Class B Common Stock held by the Reporting Persons and the shares of Class B Common Stock subject to the option, the Reporting Persons beneficially own 8.15% of the Issuers Class A Common Stock. |
| 1. | Name of Reporting Persons
Hernandez Borrower Holdings, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
22,034,622(1) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
22,034,622(1) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Person
22,034,622 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented By Amount in Row (11)
4.09%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Includes 13,497,686 shares of the Issuers Class B Common Stock held by Hernandez Borrower Holdings, LLC and an option provided to Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 8,536,936 shares of Class B Common Stock. |
| (2) | The percentage reported in item 13 is based upon 285,474,630 shares of Class A Common Stock outstanding and 253,208,965 shares of Class B Common Stock outstanding as of August 9, 2023, as reported on the Issuers Form 10-Q, filed on August 10, 2023 and takes into account the option provided to Dr. Hernandez and Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 8,536,936 shares of the Issuers Class B Common Stock. Holders of Class A Common Stock vote together with holders of Class B Common Stock as a single class on all matters presented to the Companys stockholders for their vote or approval. When calculated based upon 285,474,630 shares of Class A Common Stock outstanding as of August 9, 2023, as reported on the Issuers Form 10-Q, filed on August 10, 2023, plus the shares of Class B Common Stock held by the Reporting Person and the shares of Class B Common Stock subject to the option, the Reporting Person beneficially owns 7.17% of the Issuers Class A Common Stock. |
| 1. | Name of Reporting Persons
Marlow B. Hernandez 2020 Family Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E)
☐ | |||||
| 6. | Citizenship or Place of Organization
Florida | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
114,584(1) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
114,584(1) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Person
114,584 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented By Amount in Row (11)
*(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 67,597 shares of the Issuers Class A Common Stock and 46,987 Public Warrants to purchase Class A Common Stock. |
| (2) | Less than one percent. The percentage reported in item 13 is based upon 285,474,630 shares of Class A Common Stock outstanding and 253,208,965 shares of Class B Common Stock outstanding as of August 9, 2023, as reported on the Issuers Form 10-Q, filed on August 10, 2023 and does not take into account the option provided to Dr. Hernandez and Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 8,536,936 shares of the Issuers Class B Common Stock. |
Explanatory Note
This Amendment No. 5 (Amendment No. 5) amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) on September 27, 2021 (the Original Schedule 13D), as amended and supplemented by Amendments No. 1, No. 2, No. 3 and No. 4 to Schedule 13D filed with the SEC on May 31, 2022, December 16, 2022, April 6, 2023 and June 20,2023, respectively (as amended, the Schedule 13D), relating to the Class A Common Stock and Class B Common Stock of Cano Health, Inc. (the Issuer). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following:
Effective August 19, 2023, Dr. Marlow Hernandez resigned as a member of the Board of Directors of the Issuer.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 to the Schedule 13D is true, complete and correct.
Date: August 25, 2023
| Dr. Marlow Hernandez | ||
| By: | /s/ Dr. Marlow Hernandez | |
| Dr. Marlow Hernandez | ||
| Marlow B. Hernandez 2020 Family Trust | ||
| By: | /s/ Dr. Marlow Hernandez | |
| Dr. Marlow Hernandez | ||
| Title: | Authorized Signatory | |
| Hernandez Borrower Holdings, LLC | ||
| By: | /s/ Dr. Marlow Hernandez | |
| Dr. Marlow Hernandez | ||
| Title: | Authorized Signatory | |