Sec Form 13D Filing - Hernandez Marlow filing for Cano Health Inc. (CANOQ) - 2023-12-20

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Name of Reporting Persons

  Dr. Marlow Hernandez

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  N/A

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E)

  ☐

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  237,236 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  237,236 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Person

  237,236

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented By Amount in Row (11)

  4.39%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Includes (1) 11,405 shares of the Issuer’s Class A Common Stock, 700 shares of the Issuer’s Class B Common Stock and 3,638 Public Warrants to purchase Class A Common Stock held by Dr. Hernandez; (2) 134,976 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC; (3) an option provided to Dr. Hernandez and Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 85,369 shares of the Issuer’s Class B Common Stock; and (4) 675 shares of the Issuer’s Class A Common Stock and 469 Public Warrants to purchase Class A Common Stock held by the Marlow B. Hernandez 2020 Family Trust. The beneficial ownership described herein does not include unvested stock options and restricted stock units.

The percentage reported in item 13 is based upon 2,887,608 shares of Class A Common Stock outstanding and 2,518,894 shares of Class B Common Stock outstanding as of November 9, 2023, as reported on the Issuer’s Form 10-Q, filed on November 13, 2023 and takes into account the 85,369 shares of Class B Common Stock that are subject to the option provided in the Repayment Agreement. Holders of Class A Common Stock vote together with holders of Class B Common Stock as a single class on all matters presented to the Company’s stockholders for their vote or approval. When calculated based upon 2,887,608 shares of Class A Common Stock outstanding and 2,518,894 shares of Class B Common Stock outstanding as of November 9, 2023, as reported on the Issuer’s Form 10-Q, filed on November 13, 2023, plus the shares of Class A Common Stock underlying the Public Warrants, the Class B Common Stock held by the Reporting Persons and the shares of Class B Common Stock subject to the option, the Reporting Persons beneficially own 4.21% of the Issuer’s Class A Common Stock.

  Name of Reporting Persons

  Hernandez Borrower Holdings, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  N/A

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  220,345 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  220,345 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Person

  220,345

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented By Amount in Row (11)

  4.08%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Includes 134,976 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC and an option provided to Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 85,369 shares of Class B Common Stock.

The percentage reported in item 13 is based upon 2,887,608 shares of Class A Common Stock outstanding and 2,518,894 shares of Class B Common Stock outstanding as of November 9, 2023, as reported on the Issuer’s Form 10-Q, filed on November 13, 2023 and takes into account the option provided to Dr. Hernandez and Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 85,369 shares of the Issuer’s Class B Common Stock. Holders of Class A Common Stock vote together with holders of Class B Common Stock as a single class on all matters presented to the Company’s stockholders for their vote or approval. When calculated based upon 2,887,608 shares of Class A Common Stock outstanding and 2,518,894 shares of Class B Common Stock outstanding as of November 9, 2023, as reported on the Issuer’s Form 10-Q, filed on November 13, 2023, plus the shares of Class B Common Stock held by the Reporting Person and the shares of Class B Common Stock subject to the option, the Reporting Person beneficially owns 3.92% of the Issuer’s Class A Common Stock.

  Name of Reporting Persons

  Marlow B. Hernandez 2020 Family Trust

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  N/A

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E)

  ☐

  Citizenship or Place of Organization

  Florida

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  1,144 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  1,144 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Person

  1,144

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented By Amount in Row (11)

  *⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Includes 675 shares of the Issuer’s Class A Common Stock and 469 Public Warrants to purchase Class A Common Stock.

Less than one percent. The percentage reported in item 13 is based upon 2,887,608 shares of Class A Common Stock outstanding and 2,518,894 shares of Class B Common Stock outstanding as of November 9, 2023, as reported on the Issuer’s Form 10-Q, filed on November 13, 2023 and does not take into account the option provided to Dr. Hernandez and Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 85,369 shares of the Issuer’s Class B Common Stock.

Aggregate number and percentage of securities. Includes (1) 11,405 shares of the Issuer’s Class A Common Stock, 700 shares of the Issuer’s Class B Common Stock and 3,638 Public Warrants to purchase Class A Common Stock held by Dr. Hernandez; (2) 134,976 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC; (3) an option provided to Dr. Hernandez and Hernandez Borrower Holdings, LLC pursuant to the Repayment Agreement to acquire 85,369 shares of Class B Common Stock; and (4) 675 shares of the Issuer’s Class A Common Stock and 469 Public Warrants to purchase Class A Common Stock held by Marlow B. Hernandez 2020 Family Trust. The beneficial ownership described herein does not include 1,043 shares of Class A Common Stock underlying stock options which are currently unvested and 13,168 restricted stock units not scheduled to vest within 60 days of the date hereof.

The following tables set forth all transactions with respect to the Class A Common Stock, Class B Common Stock and Public Warrants effected by the Reporting Persons in the 60 days prior to the date of this Statement.

Date of

Transaction

Amount of

Securities

Nature of

Transaction

Dr. Hernandez

Dr. Hernandez

Date of

Transaction

Amount of

Securities

Nature of

Transaction

Dr. Hernandez

Following the transactions described in Item 5(c) above, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Issuer’s shares.