Filing Details

Accession Number:
0001193125-24-027100
Form Type:
13D Filing
Publication Date:
2024-02-06 19:00:00
Filed By:
Cooperstone Elliot
Company:
Cano Health Inc.
Filing Date:
2024-02-07
SEC Url:
13D Filing
Ownership Summary

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
ITC Rumba 0 516,007 0 516,007 516,007 11.5%
Elliot Cooperstone 148 516,007 148 516,007 516,155 11.5%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 14)1

 

 

Cano Health, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

13781Y103

(CUSIP Number)

ELLIOT COOPERSTONE

ITC RUMBA, LLC

One Vanderbilt Ave, Suite 2400

New York, NY 10017

(646) 930-1531

CHRISTIAN WILSON, ESQ.

AUDREY S. LEIGH, ESQ.

GOODWIN PROCTER LLP

620 Eighth Avenue

New York, New York 10019

(212) 813-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 30, 2024

(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.

 

 

 

1 

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

 

 ITC Rumba, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

 0

    8  

 SHARED VOTING POWER

 

 516,007(1)

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 516,007(1)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 516,007(1)

12  

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

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 11.5%(2)

14  

 TYPE OF REPORTING PERSON

 

 OO

 

1.

Represents 516,007 shares of Class A common stock, par value $0.01 per share (Class A Common Stock), of Cano Health, Inc. (the Issuer), after giving effect to the 1-for-100 reverse stock split which the Issuer effectuated on November 3, 2023 (the Reverse Stock Split). The shares of Class A Common Stock of the Issuer are held directly by ITC Rumba, LLC. Elliot Cooperstone (included below) is the Founder and Managing Partner of ITC Rumba, LLC. Therefore, Mr. Cooperstone may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities.

2.

The percentage reported in Item 13 is based on (i) 2,887,608 shares of Class A Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the SEC) on November 13, 2023, and (ii) 1,597,809 shares of Class B common stock, par value $0.01 per share (Class B Common Stock), of the Issuer previously converted into Class A Common Stock by ITC Rumba, LLC. Does not include 2,518,894 shares of Class B Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023. Holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters presented to the Companys stockholders for their vote or approval. When calculated based upon the outstanding 2,887,608 shares of Class A Common Stock and 2,518,894 shares of Class B Common Stock outstanding as of November 13, 2023, the Reporting Person beneficially owned 9.5% of the Issuers Class A Common Stock and Class B Common Stock.


 1   

 NAME OF REPORTING PERSONS

 

 Elliot Cooperstone

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 OO

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 USA

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 148

    8  

 SHARED VOTING POWER

 

 516,007(1)

    9  

 SOLE DISPOSITIVE POWER

 

 148

   10  

 SHARED DISPOSITIVE POWER

 

 516,007(1)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 516,155(1)(2)

12  

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

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 11.5%(3)

14  

 TYPE OF REPORTING PERSON

 

 IN

 

1.

Represents 516,007 shares of Class A Common Stock of the Issuer, after giving effect to the Reverse Stock Split. The shares of Class A Common Stock of the Issuer are held directly by ITC Rumba, LLC. Mr. Cooperstone is the Founder and Managing Partner of ITC Rumba, LLC. Consequently, Mr. Cooperstone may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities.

2.

Includes 148 shares of Class A Common Stock held directly by Mr. Cooperstone.

3.

The percentage reported in Item 13 is based on (i) 2,887,608 shares of Class A Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, and (ii) 1,597,809 shares of Class B Common Stock of the Issuer previously converted into Class A Common Stock by ITC Rumba, LLC. Does not include 2,518,894 shares of Class B Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023. Holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters presented to the Companys stockholders for their vote or approval. When calculated based upon the outstanding 2,887,608 shares of Class A Common Stock and 2,518,894 shares of Class B Common Stock outstanding as of November 13, 2023, the Reporting Person beneficially owned 9.5% of the Issuers Class A Common Stock and Class B Common Stock.


Explanatory Note

This Amendment No. 14 (Amendment No. 14) amends and supplements the statement on Schedule 13D originally filed by the Reporting Person on April 4, 2023, as amended (the Schedule 13D). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 14 shall have the meaning assigned to such term in the Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percent of class was calculated based on (i) 2,887,608 shares of Class A Common Stock outstanding as of November 9, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, and (ii) 1,597,809 shares of Class B Common Stock previously converted into Class A Common Stock by ITC Rumba, LLC. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the option of the holder.

Mr. Cooperstone directly holds 148 shares of Class A Common Stock of the Issuer. ITC Rumba, LLC directly holds 516,007 shares of Class A Common Stock of the Issuer. Mr. Cooperstone is the Founder and Managing Partner of ITC Rumba, LLC and may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities.

(c) On each of December 15, 2023 and January 12, 2024, ITC Rumba, LLC exchanged 532,603 and 1,065,206 PCIH Common Units, respectively, together with the surrender and cancellation of the same number of shares of Class B Common Stock, for an equal number of shares of Class A Common Stock, pursuant to the Second Amended and Restated Limited Liability Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC.

None of the Reporting Persons has effected any transactions related to shares of Class A Common Stock during the past 60 days, except for the following dispositions (all of which previously have been reported or will be reported on Form 4s filed pursuant to Section 16(a) of the Act):

 

Reporting Person Who Effected The Transaction

   Date of
Transaction
   Number of
Shares
   Type of
Security
   Price
Per
Share(1)
   Where and How
Transaction
Was
Effected

ITC Rumba, LLC

   12/21/2023    89,152    Class A
Common
Stock
   $5.7340    Open market
sale on
NYSE

ITC Rumba, LLC

   12/22/2023    27,377    Class A
Common
Stock
   $5.6539    Open market
sale on
NYSE

ITC Rumba, LLC

   12/26/2023    21,154    Class A
Common
Stock
   $5.4422    Open market
sale on
NYSE

ITC Rumba, LLC

   12/27/2023    37,607    Class A
Common
Stock
   $5.6471    Open market
sale on
NYSE

ITC Rumba, LLC

   12/28/2023    41,197    Class A
Common
Stock
   $6.0011    Open market
sale on
NYSE

ITC Rumba, LLC

   12/29/2023    35,112    Class A
Common
Stock
   $5.9992    Open market
sale on
NYSE

ITC Rumba, LLC

   01/02/2024    43,505    Class A
Common
Stock
   $5.4168    Open market
sale on
NYSE

ITC Rumba, LLC

   01/03/2024    75,000    Class A
Common
Stock
   $4.3557    Open market
sale on
NYSE

ITC Rumba, LLC

   01/04/2024    13,328    Class A
Common
Stock
   $3.9989    Open market
sale on
NYSE

ITC Rumba, LLC

   01/05/2024    25,000    Class A
Common
Stock
   $3.8493    Open market
sale on
NYSE

ITC Rumba, LLC

   01/08/2024    25,000    Class A
Common
Stock
   $3.8221    Open market
sale on
NYSE

ITC Rumba, LLC

   01/09/2024    25,000    Class A
Common
Stock
   $3.7469    Open market
sale on
NYSE

ITC Rumba, LLC

   01/10/2024    25,000    Class A
Common
Stock
   $3.7317    Open market
sale on
NYSE

ITC Rumba, LLC

   01/11/2024    25,000    Class A
Common
Stock
   $3.5916    Open market
sale on
NYSE

ITC Rumba, LLC

   01/12/2024    24,171    Class A
Common
Stock
   $3.3047    Open market
sale on
NYSE

ITC Rumba, LLC

   01/17/2024    100,000    Class A
Common
Stock
   $2.3155    Open market
sale on
NYSE

ITC Rumba, LLC

   01/18/2024    100,000    Class A
Common
Stock
   $1.9125    Open market
sale on
NYSE

ITC Rumba, LLC

   01/22/2024    125,000    Class A
Common
Stock
   $2.5021    Open market
sale on
NYSE

ITC Rumba, LLC

   01/23/2024    73,034    Class A
Common
Stock
   $2.9411    Open market
sale on
NYSE

ITC Rumba, LLC

   01/24/2024    35,808    Class A
Common
Stock
   $2.8377    Open market
sale on
NYSE

ITC Rumba, LLC

   01/25/2024    18,569    Class A
Common
Stock
   $2.5828    Open market
sale on
NYSE

ITC Rumba, LLC

   01/26/2024    32,693    Class A
Common
Stock
   $2.7448    Open market
sale on
NYSE

ITC Rumba, LLC

   01/29/2024    41,357    Class A
Common
Stock
   $2.7437    Open market
sale on
NYSE

ITC Rumba, LLC

   01/30/2024    12,703    Class A
Common
Stock
   $2.6990    Open market
sale on
NYSE

ITC Rumba, LLC

   01/31/2024    8,935    Class A
Common
Stock
   $2.5940    Open market
sale on
NYSE

ITC Rumba, LLC

   02/01/2024    1,100    Class A
Common
Stock
   $2.5277    Open market
sale on
NYSE

 

(1) 

The price reported is a weighted average price for shares sold in multiple transactions on the same date.


(d) Except as described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Class A Common Stock of the Issuer reported by this Schedule 13D.

(e) Not applicable.


SIGNATURES

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

Dated: February 7, 2024

 

ITC Rumba, LLC
By:  

/s/ Elliot Cooperstone

  Name:   Elliot Cooperstone
  Title:   Managing Partner

 

/s/ Elliot Cooperstone

Elliot Cooperstone