SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kent Mark D.

(Last)

(First)

(Middle)

C/O CANO HEALTH INC.

9725 NW 117TH AVENUE

(Street)

MIAMI

33178

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/12/2023		A		216,237	A	⁽¹⁾	391,606	D
Class A Common Stock	07/12/2023		A		1,138,088	A	⁽²⁾	1,529,694	D
Class A Common Stock								4,599,564	I	See Footnote⁽³⁾
Class A Common Stock								2,360,913	I	See Footnote⁽⁴⁾
Class A Common Stock								2,360,913	I	See Footnote⁽⁵⁾
Class A Common Stock								174,964	I	See Footnote⁽⁶⁾
Class A Common Stock								174,964	I	See Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These securities represent restricted stock units ("RSUs") granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan (the "Plan"). Each unit represents a right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in three equal annual installments with one-third vesting on each of March 15, 2024, March 15, 2025 and March 15, 2026, subject to the reporting person's continued employment as of the applicable vesting date.

2. These securities represent RSUs granted under the Plan. Each unit represents a right to receive one share of the Issuer's Class A Common Stock. The RSUs vest on June 16, 2024, subject to the reporting person's continued employment as of such vesting date.

3. These securities are owned directly by Total Health Medical Centers, LLC, which is wholly owned by the reporting person.

4. These securities are owned directly by Care Management Resources, LLC, which is wholly owned by the reporting person.

5. These securities are owned directly by Procare Medical Management, LLC, which is wholly owned by the reporting person.

6. These securities are owned directly by Your Partners in Health, LLC, which is wholly owned by the reporting person.

7. These securities are owned directly by Your Partners in Health I, LLC, which is wholly owned by the reporting person.

Remarks:

	/s/ David J. Armstrong, Attorney-in-Fact	07/14/2023
	** 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 4 (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 4 filed by Kent Mark D.