Cano Health Inc.

07/02/2024 | Press release | Distributed by Public on 07/02/2024 17:54

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 *
Nut Tree Capital Management, LP
2. Issuer Name and Ticker or Trading Symbol
Cano Health, Inc. [CANO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
/ See Remarks
(Last) (First) (Middle)
55 HUDSON YARDS , 22ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NEW YORK NY 10001
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nut Tree Capital Management, LP
55 HUDSON YARDS
22ND FLOOR
NEW YORK, NY10001



See Remarks
Nut Tree Capital Management GP, LLC
55 HUDSON YARDS
22ND FLOOR
NEW YORK, NY10001



See Remarks
Nussbaum Jared R.
55 HUDSON YARDS
22ND FLOOR
NEW YORK, NY10001



See Remarks

Signatures

Nut Tree Capital Management, LP, By: /s/ Jared R. Nussbaum, Chief Investment Officer and Managing Partner 2024-07-02
**Signature of Reporting Person Date
Nut Tree Capital Management GP, LLC, By: /s/ Jared R. Nussbaum, Sole Member 2024-07-02
**Signature of Reporting Person Date
/s/ Jared R. Nussbaum 2024-07-02
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) On February 4, 2024, the Issuer and certain of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions (collectively, the "Chapter 11 Cases") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On June 28, 2024, the Bankruptcy Court entered an order confirming the Fourth Amended Joint Chapter 11 Plan of Reorganization of Cano Health, Inc. and its Affiliated Debtors (the "Plan"), and on June 28, 2024 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases.
(2) On the Effective Date, all outstanding existing shares of Class A Common Stock, $0.01 par value per share (the "Old Common Stock") and warrants, each exercisable for shares of Old Common Stock, of the Issuer were cancelled, and the Issuer newly issued (i) 41,800,000 shares of Common Stock, $0.0001 par value per share (the "Shares"), and (ii) 2,200,150 warrants, each exercisable for one Share, at an initial exercise price of $25.30 per Share (the "Warrants").
(3) Represents Shares and Warrants issued by the Issuer on the Effective Date, pursuant to the Plan, in exchange for debt securities of the Issuer previously acquired and/or held by Nut Tree Capital Management as of June 28, 2024.
(4) Shares held directly by Nut Tree Drawdown Master Fund, LP, to which Nut Tree Capital Management, LP ("Nut Tree Capital Management") serves as investment adviser.
(5) Shares held directly by Nut Tree Master Fund, LP, to which Nut Tree Capital Management serves as investment adviser.
(6) Shares held directly by Nut Tree Drawdown Master Fund II, LP, to which Nut Tree Capital Management serves as investment adviser.
(7) Nut Tree Capital Management GP, LLC ("Nut Tree Capital Management GP") serves as a general partner of Nut Tree Capital Management. Mr. Nussbaum serves as Chief Investment Officer and Managing Partner of Nut Tree Capital Management, and is the sole member of Nut Tree Capital Management GP. Each of the Reporting Persons may therefore be deemed to beneficially own the Shares and Warrants reported herein, and disclaims beneficial ownership of such Shares and Warrants except to the extent of its or his pecuniary interest therein.
(8) These Warrants have an initial exercise price of $25.30 per Share, subject to certain customary adjustments as set forth in the related warrant agreement (the "Warrant Agreement"). These Warrants expire on June 28, 2029, or earlier upon the occurrence of certain events as set forth in the Warrant Agreement.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.