SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Armstrong David J

(Last)

(First)

(Middle)

CANO HEALTH, INC.

9725 NW 117TH AVENUE, SUITE 200

(Street)

MIAMI

33178

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2021

3. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [ CANO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	06/03/2031	Class A Common Stock	600,700	14.75	D
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	874,453	0.00	D
PCIH Common Units⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	874,453	0.00	D

Explanation of Responses:

1. The stock option is subject to both a performance and service condition. The performance condition will be satisfied as to 25% of the stock option when the closing price of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), equals the following prices for 20 consecutive trading days: $20, $25, $30 and $40 ("Performance Condition"). 50% of the applicable percentage of the stock option for which the Performance Condition is satisfied will vest on each of the first and second anniversaries of the date on which the Performance Condition was satisfied. The stock option was granted on June 3, 2021.

2. Common limited liability company units of Primary Care (ITC) Intermediate Holdings, LLC ("PCIH Common Units"), together with an equal number of shares of the Issuer's Class B Common Stock, par value $0.0001 per share, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis from and after the one-year anniversary of the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 11, 2020, by and among Jaws Acquisition Corp., Jaws Merger Sub, LLC, Primary Care (ITC) Intermediate Holdings, LLC ("PCIH") and PCIH's sole member, Primary Care (ITC) Holdings, LLC, subject to earlier termination upon the occurrence of certain events. The PCIH Common Units have no expiration date.

Remarks:

General Counsel, Chief Compliance Officer and Secretary

	/s/ David J. Armstrong	06/14/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by Armstrong David J