Sec Form 4 Filing - Camerlinck Robert @ Cano Health, Inc. - 2023-04-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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

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1. Name and Address of Reporting Person Camerlinck Robert 2. Issuer Name and Ticker or Trading Symbol Cano Health, Inc. [ CANO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) CANO HEALTH, INC., 9725 NW 117TH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2023 (Street) MIAMI, FL33178 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 (City) (State) (Zip)

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 04/05/2023 J( 1 ) 2,836,540 A 26,750,149 D

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 (MM/DD/YY) 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 PCIH Common Units ( 2 ) ( 3 ) 04/05/2023 J( 4 ) 17,163,460 ( 3 ) ( 3 ) Class A Common Stock 17,163,460 ( 4 ) 17,163,460 D Class B Common Stock ( 1 ) ( 3 ) 04/05/2023 J( 4 ) 17,163,460 ( 3 ) ( 3 ) Class A Common Stock 17,163,460 ( 4 ) 17,163,460 D Put option (obligation to sell) ( 5 ) 04/05/2023 S( 5 ) 20,000,000 ( 5 ) ( 5 ) PCIH Common Units/Class B Common Stock/Class A Common Stock ( 5 ) ( 5 ) ( 5 ) 0 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Camerlinck Robert CANO HEALTH, INC. 9725 NW 117TH AVENUE MIAMI, FL33178 Chief Operating Officer Signatures /s/ Robert Camerlinck 04/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the transfer described in Note (4) below, reflects the transfer of Class A Common Stock by a borrower to the Reporting Personpursuant to a repayment agreement to pay in full the outstanding principal amount owed by such borrower to the Reporting Person under anoutstanding promissory note. For such purpose, the parties agreed that the price for the Class A Common Stock was $1.50 per share of ClassA Common Stock. ( 2 )The stock option was granted under the CaNo Health, Inc. 2021 Stock Option and Incentive Plan and is scheduled to vest over four years, with 25% of the shares underlying the award vesting on March 31, 2024, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter. ( 3 )Common limited liability company units ("PCIH Common Units") of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), together with an equalnumber of shares of the Issuer's Class B Common Stock, par value $0.0001per share ("Class B Common Stock"), are exchangeable for either cash, at theelection 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 basispursuant to PCIH's Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"). The PCIH Common Units and Class BCommon Stock have no expiration dates. A holder of PCIH Common Units has an economic interest in PCIH and also holds a corresponding number ofnon-economic shares of Class B Common Stock, which has one vote per share. ( 4 )In connection with the transfer described in Note (1) above, reflects the transfer of PCIH Common Units and an equal number of shares of Class BCommon Stock (the "Transferred Securities") by borrowers to the Reporting Person pursuant to a repayment agreement to pay in full the outstandingprincipal amount owed by such borrowers to the Reporting Person under an outstanding promissory note. For such purpose, the parties agreed that thecombined price for the Transferred Securities was $1.50 per share of Class B Common Stock. ( 5 )In connection with the transfer described in Notes (1) and (4) above, the Reporting Person wrote an option to the borrowers under which the borrowersreceived a right to acquire the Transferred Securities and the Class A Common Stock described in footnote (1) above from the Reporting Person for a priceequal to $3.00 per share of Class B Common Stock or Class A Common Stock, as applicable, exercisable during the one year period following April 5,2023, subject to the terms and conditions of the repayment agreement referred to in Notes (1) and (4) above.

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