Sec Form 13D Filing - Cooperstone Elliot filing for Cano Health Inc. (CANOQ) - 2024-01-26

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 13)1

 

 

Cano Health, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

13781Y103

(CUSIP Number)

ELLIOT COOPERSTONE

ITC RUMBA, LLC

One Vanderbilt Ave, Suite 2400

New York, NY 10017

(646) 930-1531

CHRISTIAN WILSON, ESQ.

AUDREY S. LEIGH, ESQ.

GOODWIN PROCTER LLP

620 Eighth Avenue

New York, New York 10019

(212) 813-8800

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

January 17, 2024

(Date of Event Which Requires Filing of This Statement)

 

 

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 § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1 

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.

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).

 

 

 

 1   

 NAME OF REPORTING PERSONS

 

 ITC Rumba, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 DELAWARE

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

 SOLE VOTING POWER

 

 0

    8   

 SHARED VOTING POWER

 

 580,102(1)

    9   

 SOLE DISPOSITIVE POWER

 

 0

   10   

 SHARED DISPOSITIVE POWER

 

 580,102(1)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 580,102(1)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.9%(2)

14  

 TYPE OF REPORTING PERSON

 

 OO

 

1.

Represents 580,102 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Cano Health, Inc. (the “Issuer”), after giving effect to the 1-for-100 reverse stock split which the Issuer effectuated on November 3, 2023 (the “Reverse Stock Split”). The shares of Class A Common Stock of the Issuer are held directly by ITC Rumba, LLC. Elliot Cooperstone (included below) is the Founder and Managing Partner of ITC Rumba, LLC. Therefore, Mr. Cooperstone may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities.

2.

The percentage reported in Item 13 is based on (i) 2,887,608 shares of Class A Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023, and (ii) 1,597,809 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), of the Issuer previously converted into Class A Common Stock by ITC Rumba, LLC. Does not include 2,518,894 shares of Class B Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023. Holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters presented to the Company’s stockholders for their vote or approval. When calculated based upon the outstanding 2,887,608 shares of Class A Common Stock and 2,518,894 shares of Class B Common Stock outstanding as of November 13, 2023, the Reporting Person beneficially owned 10.7% of the Issuer’s Class A Common Stock and Class B Common Stock.

 1   

 NAME OF REPORTING PERSONS

 

 Elliot Cooperstone

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 OO

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 USA

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

 SOLE VOTING POWER

 

 148

    8   

 SHARED VOTING POWER

 

 580,102(1)

    9   

 SOLE DISPOSITIVE POWER

 

 148

   10   

 SHARED DISPOSITIVE POWER

 

 580,102(1)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 580,250(1)(2)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.9%(3)

14  

 TYPE OF REPORTING PERSON

 

 IN

 

1.

Represents 580,102 shares of Class A Common Stock of the Issuer, after giving effect to the Reverse Stock Split. The shares of Class A Common Stock of the Issuer are held directly by ITC Rumba, LLC. Mr. Cooperstone is the Founder and Managing Partner of ITC Rumba, LLC. Consequently, Mr. Cooperstone may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities.

2.

Includes 148 shares of Class A Common Stock held directly by Mr. Cooperstone.

3.

The percentage reported in Item 13 is based on (i) 2,887,608 shares of Class A Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, and (ii) 1,597,809 shares of Class B Common Stock of the Issuer previously converted into Class A Common Stock by ITC Rumba, LLC. Does not include 2,518,894 shares of Class B Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023. Holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters presented to the Company’s stockholders for their vote or approval. When calculated based upon the outstanding 2,887,608 shares of Class A Common Stock and 2,518,894 shares of Class B Common Stock outstanding as of November 13, 2023, the Reporting Person beneficially owned 10.7% of the Issuer’s Class A Common Stock and Class B Common Stock.

Explanatory Note

This Amendment No. 13 (“Amendment No. 13”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Person on April 4, 2023, as amended (the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 13 shall have the meaning assigned to such term in the Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percent of class was calculated based on (i) 2,887,608 shares of Class A Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, and (ii) 1,597,809 shares of Class B Common Stock previously converted into Class A Common Stock by ITC Rumba, LLC. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the option of the holder.

Mr. Cooperstone directly holds 148 shares of Class A Common Stock of the Issuer. ITC Rumba, LLC directly holds 580,102 shares of Class A Common Stock of the Issuer. Cooperstone is the Founder and Managing Partner of ITC Rumba, LLC and may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities.

(c) On each of December 15, 2023 and January 12, 2024, ITC Rumba, LLC exchanged 532,603 and 1,065,206 PCIH Common Units, respectively, together with the surrender and cancellation of the same number of shares of Class B Common Stock, for an equal number of shares of Class A Common Stock, pursuant to the Second Amended and Restated Limited Liability Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC.

None of the Reporting Persons has effected any transactions related to shares of Class A Common Stock during the past 60 days, except for the following dispositions (all of which previously have been reported or will be reported on Form 4s filed pursuant to Section 16(a) of the Act):

 

Reporting Person Who Effected The Transaction

    Date of
Transaction		      Number of
Shares		      Type of
Security		      Price
Per
Share(1)		      Where and How
Transaction
Was
Effected		  

ITC Rumba, LLC

      12/21/2023        89,152       

 Class A
Common
Stock		  
 
 		    $ 5.7340       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      12/22/2023        27,377       

 Class A
Common
Stock		  
 
 		    $ 5.6539       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      12/26/2023        21,154       

 Class A
Common
Stock		  
 
 		    $ 5.4422       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC 

      12/27/2023        37,607       

 Class A
Common
Stock		  
 
 		    $ 5.6471       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      12/28/2023        41,197       

 Class A
Common
Stock		  
 
 		    $ 6.0011       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      12/29/2023        35,112       

 Class A
Common
Stock		  
 
 		    $ 5.9992       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/02/2024        43,505       

 Class A
Common
Stock		  
 
 		    $ 5.4168       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/03/2024        75,000       

 Class A
Common
Stock		  
 
 		    $ 4.3557       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/04/2024        13,328       

 Class A
Common
Stock		  
 
 		    $ 3.9989       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/05/2024        25,000       

 Class A
Common
Stock		  
 
 		    $ 3.8493       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/08/2024        25,000       

 Class A
Common
Stock		  
 
 		    $ 3.8221       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/09/2024        25,000       

 Class A
Common
Stock		  
 
 		    $ 3.7469       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/10/2024        25,000       

 Class A
Common
Stock		  
 
 		    $ 3.7317       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/11/2024        25,000       

 Class A
Common
Stock		  
 
 		    $ 3.5916       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/12/2024        24,171       

 Class A
Common
Stock		  
 
 		    $ 3.3047       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/17/2024        100,000       

 Class A
Common
Stock		  
 
 		    $ 2.3155       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/18/2024        100,000       

 Class A
Common
Stock		  
 
 		    $ 1.9125       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/22/2024        125,000       

 Class A
Common
Stock		  
 
 		    $ 2.5021       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/23/2024        73,034       

 Class A
Common
Stock		  
 
 		    $ 2.9411       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/24/2024        35,808       

 Class A
Common
Stock		  
 
 		    $ 2.8377       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/25/2024        18,569       

 Class A
Common
Stock		  
 
 		    $ 2.5828       

 Open market
sale on
NYSE		  
 
 

ITC Rumba, LLC

      01/26/2024        32,693       

 Class A
Common
Stock		  
 
 		    $ 2.7448       

 Open market
sale on
NYSE		  
 
 

 

(1) 

The price reported is a weighted average price for shares sold in multiple transactions on the same date.

(d) 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 shares of Class A Common Stock of the Issuer reported by this Schedule 13D.

(e) Not applicable.

SIGNATURES

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

Dated: January 26, 2024

 

ITC Rumba, LLC
By:  

/s/ Elliot Cooperstone

  Name:   Elliot Cooperstone
  Title:   Managing Partner

 

/s/ Elliot Cooperstone

Elliot Cooperstone