4//SEC Filing
Aguilar Richard 4
Accession 0000899243-23-010871
CIK 0001800682other
Filed
Apr 5, 8:00 PM ET
Accepted
Apr 6, 5:08 PM ET
Size
14.8 KB
Accession
0000899243-23-010871
Insider Transaction Report
Form 4
Aguilar Richard
Chief Clinical Officer
Transactions
- Sale
PCIH Common Units
2023-04-05−4,991,807→ 5,892,276 total(indirect: See Note)→ Class A Common Stock (4,991,807 underlying) - Sale
Class B Common Stock
2023-04-05−4,991,807→ 5,892,276 total(indirect: See Note)→ Class A Common Stock (4,991,807 underlying) - Purchase
Call option (right to buy)
2023-04-05+4,991,807→ 4,991,807 totalExercise: $3.00→ PCIH Common Units/Class B Common Stock (4,991,807 underlying)
Holdings
- 675,940
PCIH Common Units
→ Class A Common Stock (675,940 underlying) - 675,940
Class B Common Stock
→ Class A Common Stock (675,940 underlying)
Footnotes (4)
- [F1]Common limited liability company units ("PCIH Common Units") of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH"), together with an equal number of shares of the Issuer's Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), are exchangeable for either cash, at the election of the Issuer, or shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis pursuant to PCIH's Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"). The PCIH Common Units and Class B Common Stock have no expiration dates. A holder of PCIH Common Units has an economic interest in PCIH and also holds a corresponding number of non-economic shares of Class B Common Stock, which has one vote per share.
- [F2]Transfer of PCIH Common Units and an equal number of shares of Class B Common Stock (the "Transferred Securities") by Aguilar Borrower Holdings LLC ("ABH") to a lender pursuant to a Stock Purchase and Repayment Agreement (the "Agreement") to pay in full the outstanding principal amount owed by the Reporting Person as guarantor to the lender under a promissory note. For such purpose, the parties agreed that the combined price for the Transferred Securities was $1.50 per share of Class B Common Stock.
- [F3]These securities are owned directly by ABH. The Reporting Person has sole voting and dispositive power with respect to all of these securities and therefore is a beneficial owner of these securities.
- [F4]In connection with the transfer described in Note (2) above, the Reporting Person obtained a right from the lender to acquire the Transferred Securities from the lender for a price equal to $3.00 per share of Class B Common Stock exercisable during the one year period following April 5, 2023, subject to the terms and conditions of the Agreement.
Documents
Issuer
Cano Health, Inc.
CIK 0001800682
Entity typeother
Related Parties
1- filerCIK 0001865481
Filing Metadata
- Form type
- 4
- Filed
- Apr 5, 8:00 PM ET
- Accepted
- Apr 6, 5:08 PM ET
- Size
- 14.8 KB