Sec Form 13D Filing - Third Point LLC filing for Cano Health Inc. (CANOQ) - 2022-06-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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Cano Health, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

13781Y103

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

55 Hudson Yards

New York, NY 10001

(212) 715-3880

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

June 23, 2022

(Date of Event which Requires Filing of this Statement)

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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 Rule 13d-7 for other parties to whom copies are to be sent.

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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).

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SCHEDULE 13D

CUSIP No. 13781Y103

Page 2 of 5

SCHEDULE 13D

CUSIP No. 13781Y103

Page 3 of 5

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of Cano Health, Inc. (the “Issuer”) to amend the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2022 (as amended by this Amendment No. 1, the “Schedule 13D”).  This Amendment No. 1 is being filed to reflect changes in the number of issued and outstanding shares of Common Stock as reported in the Issuer’s quarterly report for the quarterly period ended March 31, 2022, as filed with the SEC on May 9, 2022 (the “10-Q”), and changes in the number of shares of Common Stock beneficially owned by the Reporting Persons.  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Schedule 13D.

This Amendment No. 1 is being filed by Third Point LLC, a Delaware limited liability company (the “Management Company”), and Daniel S. Loeb (“Mr. Loeb” and, together with the Management Company, the “Reporting Persons”).  The principal business of the Management Company is to serve as investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the “Funds”, including TP Trading II LLC (“TPT”)), and to control the investing and trading in securities of the Funds. The principal occupation of Mr. Loeb is serving as Chief Executive Officer of the Management Company.

This Amendment No. 1 is being filed to amend Item 3, Item 5 and Item 6 of the Schedule 13D as follows:

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to reflect the following:

On May 10, 2022, the Funds sold 300,000 shares of Common Stock in open market transactions at a weighted average price per share of $4.1854, respectively.  The shares of Common Stock were sold in multiple transactions at prices ranging from $3.845 to $4.67, inclusive.

On June 23, 2022, the Funds sold 375,000 shares of Common Stock in open market transactions at a weighted average price per share of $4.7997.  The shares of Common Stock were sold in multiple transactions at prices ranging from $4.77 to $4.84, inclusive.

The Reporting Persons undertake to provide upon request by the staff of the SEC the full information regarding the number of Shares purchased or sold at each separate price.

Item 5. Interest in Securities of the Issuer.

The information contained in Item 3 of this Amendment No. 1 is incorporated by reference herein, as applicable. Item 5 of the Schedule 13D is hereby amended to reflect the following:

(a) As of the date of this Amendment No. 1, the Reporting Persons beneficially own an aggregate of 10,825,000 shares of Common Stock held by the Funds (such shares, the “Shares”). The Shares represent approximately 5.211% of the Issuer’s Common Stock outstanding. Calculations of the percentage of Common Stock beneficially owned are based on 207,747,333 shares of Common Stock outstanding as reported in the 10-Q.

(b) Each of the Reporting Persons shares voting and dispositive power over the Shares held directly by the Funds.

(c) Other than as reported in Item 3 of this Schedule 13D, none of the Reporting Persons has effected any transaction in the past 60 days in the Issuer’s Common Stock.

(d) Other than the Funds that directly hold the Shares, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

The information contained in Items 3 and 5 of this Amendment No. 1 is incorporated by reference herein, as applicable.

Item 7. Material to Be Filed as Exhibits.

SIGNATURES

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

Dated: June 24, 2022

	THIRD POINT LLC
	By:	/s/ William Song
	Name:	William Song
	Title:	Attorney-in-Fact
	DANIEL S. LOEB
	By:	/s/ William Song
	Name:	William Song
	Title:	Attorney-in-Fact