| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/28/2024 |
3. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [ CANOQ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,817,205(1)(2) | I | Diameter Master Fund LP(3) |
| Common Stock | 1,752,243(1)(4) | I | Diameter Dislocation Master Fund II LP(5) |
| Common Stock | 876,836(1)(6) | I | Diameter Dislocation Master Fund LP(7) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant (Right to Buy) | 06/28/2029 | 06/28/2029 | Common Stock | 118,009(1)(2) | 23.5 | I | Diameter Master Fund LP(3) |
| Warrant (Right to Buy) | 06/28/2029 | 06/28/2029 | Common Stock | 54,466(1)(4) | 23.5 | I | Diameter Dislocation Master Fund II LP(5) |
| Warrant (Right to Buy) | 06/28/2029 | 06/28/2029 | Common Stock | 27,233(1)(6) | 23.5 | I | Diameter Dislocation Master Fund LP(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Issuer's Modified Fourth Amended Joint Chapter 11 Plan of Reorganization (the "Plan"), which was confirmed by the United States Bankruptcy Court for the District of Delaware on June 28, 2024 and became effective on June 28, 2024 (the "Effective Date"), each share of the Issuer's Class A Common Stock, $0.01 par value per share (the "Old Common Stock") and warrants to purchase Old Common Stock outstanding prior to the Issuer's emergence from bankruptcy were cancelled for no value. In addition, on the Effective Date, pursuant to the Plan and in connection with the Issuer's emergence from bankruptcy, the Issuer (i) newly issued 41,800,000 shares of common stock, $0.0001 par value per share (the "Common Stock") and (ii) was authorized to issue an aggregate of up to 2,200,150 warrants, each exercisable for one share of Common Stock, at an initial exercise price of $25.30 per share, exercisable for a 5-year period commencing on the Effective Date (the "Warrants"). |
| 2. Pursuant to the Plan, Diameter Master Fund LP ("Diameter Master Fund"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 3,817,205 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 118,009 Warrants, in connection with the equitization of allowable Claims (as defined the Plan). |
| 3. Diameter Master Fund directly holds 3,817,205 shares of Common Stock and 118,009 Warrants. Diameter Capital Partners LP ("Diameter Capital") is the investment manager of Diameter Master Fund and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Diameter Master Fund. Each of Scott K. Goodwin ("Mr. Goodwin") and Jonathan Lewinsohn ("Mr. Lewinsohn") is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Diameter Master Fund LP. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Diameter Master Fund except to the extent of its or his pecuniary interest therein. |
| 4. Pursuant to the Plan, Diameter Dislocation Master Fund II LP ("Dislocation Master Fund II"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 1,752,243 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 54,466 Warrants in connection with the equitization of allowable Claims (as defined the Plan). |
| 5. Dislocation Master Fund II directly holds the 1,752,243 shares of Common Stock and 54,466 Warrants. Diameter Capital is the investment manager of Dislocation Master Fund II and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund II. Each of Mr. Goodwin and Mr. Lewinsohn is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund II. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Dislocation Master Fund II except to the extent of its or his pecuniary interest therein. |
| 6. Pursuant to the Plan, Diameter Dislocation Master Fund LP ("Dislocation Master Fund"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 876,836 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 27,233 Warrants in connection with the equitization of allowable Claims (as defined the Plan). |
| 7. Dislocation Master Fund directly holds the 876,836 shares of Common Stock and the 27,233 Warrants. Diameter Capital is the investment manager of Dislocation Master Fund and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund. Each of Mr. Goodwin and Mr. Lewinsohn is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Dislocation Master Fund except to the extent of its or his pecuniary interest therein. |
| Remarks: |
| Ex. 24 - Power of Attorney |
| /s/ Shailini Rao, Attorney-in-Fact for Diameter Capital Partners, LP | 07/08/2024 | |
| /s/ Shailini Rao, Attorney-in-Fact for Jonathan Lewinsohn | 07/08/2024 | |
| ** Signature of Reporting Person | 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
