UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 11)1
Cano Health, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
13781Y103
(CUSIP Number)
ELLIOT COOPERSTONE
ITC RUMBA, LLC
One Vanderbilt Ave, Suite 2400
New York, NY 10017
(646) 930-1531
CHRISTIAN WILSON, ESQ.
AUDREY S. LEIGH, ESQ.
GOODWIN PROCTER LLP
620 Eighth Avenue
New York, New York 10019
(212) 813-8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 21, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSONS
ITC Rumba, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
| |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,346,210(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,346,210(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,346,210(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| 1. | Represents (i) 281,004 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Cano Health, Inc. (the “Issuer”), and (ii) 1,065,206 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), of the Issuer that are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis at any time at the option of the holder, after giving effect to the 1-for-100 reverse stock split of the Issuer, effective November 3, 2023 (the “Reverse Stock Split”). The shares of Class A Common Stock and Class B Common Stock of the Issuer are held directly by ITC Rumba, LLC. Elliot Cooperstone (included below) is the Founder and Managing Partner of ITC Rumba, LLC. Therefore, Mr. Cooperstone may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities. |
| 2. | The percentage reported in Item 13 is based on (i) 2,887,608 shares of Class A Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023, (ii) 532,603 shares of Class B Common Stock previously converted into Class A Common Stock by ITC Rumba, LLC, and (iii) 1,065,206 shares of Class B Common Stock of the Issuer held by ITC Rumba, LLC, which are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis at any time at the option of the holder. |
| 1 |
NAME OF REPORTING PERSONS
Elliot Cooperstone | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
148 | ||||
| 8 | SHARED VOTING POWER
1,346,210(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
148 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,346,210(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,346,358(1)(2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%(3) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| 1. | Represents (i) 281,004 shares of Class A Common Stock of the Issuer, and (ii) 1,065,206 shares of Class B Common Stock of the Issuer that are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis at any time at the option of the holder, after giving effect to the Reverse Stock Split. The shares of Class A Common Stock and Class B Common Stock of the Issuer are held directly by ITC Rumba, LLC. Mr. Cooperstone is the Founder and Managing Partner of ITC Rumba, LLC. Consequently, Mr. Cooperstone may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities. |
| 2. | Includes 148 shares of Class A Common Stock held directly by Mr. Cooperstone. |
| 3. | The percentage reported in Item 13 is based on (i) 2,887,608 shares of Class A Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, (ii) 532,603 shares of Class B Common Stock previously converted into Class A Common Stock by ITC Rumba, LLC, and (iii) 1,065,206 shares of Class B Common Stock of the Issuer held by ITC Rumba, LLC, which are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis at any time at the option of the holder. |
Explanatory Note
This Amendment No. 11 (“Amendment No. 11”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Person on April 4, 2023, as amended (the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 11 shall have the meaning assigned to such term in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percent of class was calculated based on (i) 2,887,608 shares of Class A Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, (ii) 532,603 shares of Class B Common Stock previously converted into Class A Common Stock by ITC Rumba, LLC, and (iii) 1,065,206 shares of Class B Common Stock held by ITC Rumba, LLC. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the option of the holder.
Mr. Cooperstone directly holds 148 shares of Class A Common Stock of the Issuer. ITC Rumba, LLC directly holds 281,004 shares of Class A Common Stock of the Issuer and 1,065,206 shares of Class B Common Stock of the Issuer. Mr. Cooperstone is the Founder and Managing Partner of ITC Rumba, LLC and may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities.
(c) On December 15, 2023, ITC Rumba, LLC exchanged 532,603 PCIH Common Units, together with the surrender and cancellation of the same number of shares of Class B Common Stock, for an equal number of shares of Class A Common Stock, pursuant to the Second Amended and Restated Limited Liability Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC.
None of the Reporting Persons has effected any transactions related to shares of Class A Common Stock during the past 60 days, except for the following dispositions (all of which previously have been reported or will be reported on Form 4s filed pursuant to Section 16(a) of the Act):
| Reporting Person Who |
Date of |
Number of Shares |
Type of Security |
Price |
Where and How | |||||||
| ITC Rumba, LLC | 12/21/2023 | 89,152 | Class A Common Stock |
$ | 5.7340 | Open market sale on NYSE | ||||||
| ITC Rumba, LLC | 12/22/2023 | 27,377 | Class A Common Stock |
$ | 5.6539 | Open market sale on NYSE | ||||||
| ITC Rumba, LLC | 12/26/2023 | 21,154 | Class A Common Stock |
$ | 5.4422 | Open market sale on NYSE | ||||||
| ITC Rumba, LLC | 12/27/2023 | 37,607 | Class A Common Stock |
$ | 5.6471 | Open market sale on NYSE | ||||||
| ITC Rumba, LLC | 12/28/2023 | 41,197 | Class A Common Stock |
$ | 6.0011 | Open market sale on NYSE | ||||||
| ITC Rumba, LLC | 12/29/2023 | 35,112 | Class A Common Stock |
$ | 5.9992 | Open market sale on NYSE | ||||||
| (1) | The price reported is a weighted average price for shares sold in multiple transactions on the same date. |
(d) Except as described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Class A Common Stock of the Issuer reported by this Schedule 13D.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 29, 2023
| ITC Rumba, LLC | ||||
| By: |
/s/ Elliot Cooperstone | |||
| Name: |
Elliot Cooperstone | |||
| Title: |
Managing Partner | |||
| /s/ Elliot Cooperstone | ||||
| Elliot Cooperstone | ||||