Sec Form 13D Filing - Hernandez Marlow filing for Cano Health Inc. (CANOQ) - 2022-12-16

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)

  PF and OO

  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

  24,661,550⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  24,661,550⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Person

  24,661,550

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

  ☐

  Percent of Class Represented By Amount in Row (11)

  5.0%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Includes (1) 1,968,875 shares of the Issuer’s Class A Common Stock, 70,000 shares of the Issuer’s Class B Common Stock and 473,469 Public Warrants to purchase Class A Common Stock held by Dr. Hernandez; (2) 11,017,311 shares of the Issuer’s Class A Common Stock and 11,017,311 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC; and (3) 67,597 shares of the Issuer’s Class A Common Stock and 46,987 Public Warrants to purchase Class A Common Stock held by 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 244,574,327 shares of Class A Common Stock outstanding and 249,909,475 shares of Class B Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022. 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 244,574,327 shares of Class A Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022, plus the shares of Class A Common Stock underlying the Public Warrants and the Class B Common Stock held by the Reporting Persons, the Reporting Persons beneficially own 9.0% 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)

   OO

  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

  22,034,622⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  22,034,622⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Person

  22,034,622

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

  ☐

  Percent of Class Represented By Amount in Row (11)

  4.5%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Includes 11,017,311 shares of the Issuer’s Class A Common Stock and 11,017,311 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC.

The percentage reported in item 13 is based upon 244,574,327 shares of Class A Common Stock outstanding and 249,909,475 shares of Class B Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022. 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 244,574,327 shares of Class A Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022, plus the shares of Class B Common Stock held by the Reporting Person the Reporting Person beneficially own 8.3% 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)

  PF

  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

  114,584⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  114,584⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Person

  114,584

  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 67,597 shares of the Issuer’s Class A Common Stock and 46,987 Public Warrants to purchase Class A Common Stock.

Less than one percent. The percentage reported in item 13 is based upon 244,574,327 shares of Class A Common Stock outstanding and 249,909,475 shares of Class B Common Stock outstanding as of November 4, 2022, as reported on the Issuer’s Form 10-Q, filed on November 9, 2022.

Aggregate number and percentage of securities. Includes (1) 1,968,875 shares of the Issuer’s Class A Common Stock, 70,000 shares of the Issuer’s Class B Common Stock and 473,469 Public Warrants to purchase Class A Common Stock held by Dr. Hernandez; (2) 11,017,311 shares of the Issuer’s Class A Common Stock and 11,017,311 shares of the Issuer’s Class B Common Stock held by Hernandez Borrower Holdings, LLC; and (3) 67,597 shares of the Issuer’s Class A Common Stock and 46,987 Public Warrants to purchase Class A Common Stock held by Marlow B. Hernandez 2020 Family Trust. The beneficial ownership described herein does not include 4,923,093 shares of Class A Common Stock underlying stock options which are currently unvested and restricted stock units not scheduled to vest within 60 days of the date hereof.

Power to vote and dispose. The amounts of Class A Common Stock as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Amendment No. 2 for each of the Reporting Persons, and such information is incorporated herein by reference.

None of the Reporting Persons has effected any transactions related to the Class A Common Stock during the past 60 days.

Except as described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Common Stock of the Issuer reported by the Schedule 13D.

Not applicable.