Sec Form 4 Filing - Morales Angel L @ Cano Health, Inc. - 2023-11-20

Insider filing report for Changes in Beneficial Ownership
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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
Morales Angel L
2. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [ CANO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CANO HEALTH INC., 9725 NW 117TH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/20/2023
(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 11/20/2023 C 69,685 ( 1 ) A 69,685 I By Angel Morales 2021 Irrevocable Trust ( 3 )
Class A Common Stock 2,485 ( 1 ) 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 ) 11/20/2023 C 69,685 ( 1 ) ( 4 ) ( 4 ) Class A Common Stock 69,685 ( 1 ) $ 0 0 I By Angel Morales 2021 Irrevocable Trust ( 3 )
Class B Common Stock ( 2 ) 11/20/2023 C 69,685 ( 1 ) ( 4 ) ( 4 ) Class A Common Stock 69,685 ( 1 ) $ 0 0 I By Angel Morales 2021 Irrevocable Trust ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morales Angel L
C/O CANO HEALTH INC.
9725 NW 117TH AVENUE
MIAMI, FL33178
X
Signatures
/s/ David J. Armstrong, Attorney-in-Fact 11/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the Issuer's 1-for-100 reverse stock split effective as of November 2, 2023.
( 2 )Reflects the Reporting Person's exchange of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units"), together with the surrender and cancellation of the same number of shares of the Issuer's Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), for an equal number of shares of the Issuer's Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), pursuant to the Second Amended and Restated Limited Liability Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC (the "LLC Agreement"). Transactions are exempt from Section 16(b) in reliance on Rule 16b-6(b).
( 3 )These securities are owned directly by the Angel Morales 2021 Irrevocable Trust. The Reporting Person's spouse and mother are co-trustees of such trust, have shared voting and dispositive power with respect to the securities and therefore are the beneficial owners of the securities. The Reporting Person expressly disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein.
( 4 )PCIH Common Units, together with an equal number of shares of the Class B Common Stock, are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the LLC Agreement. The PCIH Common Units have no expiration date.

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).
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