Explanatory Note
This Amendment No. 4 (Amendment No. 4) amends and supplements the initial statement on Schedule 13D filed with the
Securities and Exchange Commission (the SEC) on September 27, 2021 (the Original Schedule 13D), as amended and supplemented by Amendments No. 1, No. 2 and No. 3 to Schedule 13D filed with the
SEC on May 31, 2022, December 16, 2022 and April 6, 2023, respectively (as amended, the Schedule 13D), relating to the Class A Common Stock and Class B Common Stock of Cano Health, Inc. (the
Issuer). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 4. Purpose of Transaction.
Item 4 of the Schedule
13D is hereby amended by adding the following:
Effective June 16, 2023, Dr. Marlow Hernandez resigned as Chief Executive Officer of the Issuer.
In connection therewith, Dr. Hernandez and the Issuer entered into a Separation Agreement and a Letter Agreement, which provide for, among other things, continued vesting of his outstanding equity incentive compensation awards subject to the
satisfaction of certain conditions set forth therein. Dr. Hernandez will remain a member of the Board of Directors of the Issuer.
The full text of
the Separation Agreement and Letter Agreement are attached hereto as Exhibits F and G respectively and incorporated herein by reference. Additional information concerning the terms of the Separation Agreement and Letter Agreement is contained in the
Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2023.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following: The information contained above in Item 4 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
The following
agreements shall be added to the list of agreements included under Item 7 of the Schedule 13D:
Exhibit F: Separation Agreement, dated as of June 18,
2023, by and between the Issuer and Dr. Marlow Hernandez (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission
on June 20, 2023).
Exhibit G: Letter Agreement, dated as of June 18, 2023, by and between the Issuer and Dr. Marlow Hernandez
(incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 20, 2023).