Sec Form 13D Filing - Cooperstone Elliot filing for Cano Health Inc. (CANOQ) - 2023-04-17

 

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. 2)¹

 

Cano Health, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.0001 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

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 14, 2023

(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 PERSON
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				- 0 -
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0%
	14		TYPE OF REPORTING PERSON
				OO

  

1

NAME OF REPORTING PERSON

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

14,825

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

14,825

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,825

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

   

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

Item 4.

Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

On April 14, 2023, counsel on behalf of Mr. Cooperstone, Mr. Barry Sternlicht and Dr. Lewis Gold (collectively, the “Former Directors”) delivered a letter (the “Counsel Letter”) to counsel to the Issuer’s board of directors (the “Board”) demanding that the Board immediately re-open the nomination and proposal window under the Issuer’s by-laws (the “Bylaws”) for a period of at least 30 days, given the recent disclosures by CEO Dr. Marlow Hernandez and the Issuer and the significant changes at the Issuer that have all occurred following the expiration of the nomination and proposal deadline. In the Counsel Letter, the Former Directors informed counsel to the Board of the overwhelming support they have received from stockholders since issuing their public letter on April 10, 2023, and that, in their view, stockholders must be given the opportunity to vote on the Issuer’s oversight and corporate governance at the Issuer’s upcoming annual meeting of stockholder. In the Counsel Letter, the Former Directors demanded that the Board immediately issue a press release informing stockholders that the nomination and proposal window under the Bylaws is being re-opened for a period of at least 30 days following the issuance of the press release.

 

On April 17, 2023, the Former Directors issued a press release (the “April 17 Press Release”) announcing the delivery of the Counsel Letter. The foregoing description of the Counsel Letter and the April 17 Press Release do not purport to be complete and are qualified in their entirety by reference to the April 17 Press Release, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 is hereby amended to add the following exhibit:

 

99.1

Press Release, dated April 17, 2023.

 

 

 

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: April 17, 2023

 

	ITC Rumba, LLC< /td>
	By:	/s/ Elliot Cooperstone
		Name:	Elliot Cooperstone
		Title:	Managing Partner

 

	/s/ Elliot Cooperstone
	Elliot Cooperstone

 

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