Sec Form 4 Filing - Jaws Sponsor LLC @ Cano Health, Inc. - 2021-06-04

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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The following is an SEC EDGAR document rendered as filed.
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: November 30, 2011
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1. Name and Address of Reporting Person *
Jaws Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [ CANO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
3. Date of Earliest Transaction (MM/DD/YY)
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 06/04/2021 J( 1 ) 17,175,000 A 17,175,000 D ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares ( 1 ) 06/04/2021 J( 1 ) 17,175,000 ( 1 ) ( 1 ) Class A Ordinary Shares 17,175,000 ( 1 ) 0 D ( 3 )
Warrants to purchase Class A common stock $ 11.5 06/04/2021 J( 2 ) 10,533,333 07/04/2021( 2 ) 06/04/2026( 2 ) Class A Common Stock 10,533,333 $ 1.5 10,533,333 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jaws Sponsor LLC
/s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht, Authorized Signatory for Jaws Sponsor LLC 06/07/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated November 11, 2020, by and among Jaws Acquisition Corp. ("Jaws"), Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), Jaws domesticated as a Delaware corporation (the "Domestication") and changed its name to "Cano Health, Inc." ("Cano Health"). In connection with the Domestication, the reporting person's Class B ordinary shares, par value $0.0001 per share, of Jaws, which were previously convertible into Class A ordinary shares of Jaws, were automatically converted into shares of Class A common stock of Cano Health, par value $0.0001 per share, on a one-for-one basis.
( 2 )Pursuant to the Private Placement Warrant Purchase Agreement, dated as of May 13, 2020, by and between Jaws and the reporting person, the reporting person purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the reporting person to purchase shares of Class A common stock of Cano Health (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Business Combination, for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.
( 3 )Barry S. Sternlicht controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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