JWS Jaws Acquisition Corp

SCHEDULE 13D

SCHEDULE 13D

Item 1. Security and Issuer

This statement relates to shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock” and with the Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), of the Company, collectively, the “Common Stock”), of Cano Health, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 9725 NW 117th Avenue, Suite #200, Miami, Florida 33178.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by Robert Camerlinck (the “Reporting Person”).

(b) The principal business address of the Reporting Person is Robert Camerlinck, 1090 Jupiter Park Drive, Jupiter, FL 33458.

(c) The principal business and occupation of the Reporting Person is serving as Chief Operating Officer of Cano Health, Inc.

(d) (e) During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person received 20,297,092 shares of Class B Common Stock from a distribution by Cano America, LLC to its members of the Class B Common Stock that Cano America, LLC received in connection with the Business Combination (as defined below). On February 3, 2022, the Reporting Person received 2,857,092 shares of Class A Common Stock having a value of $15,000,000 as payment for the earnout owed to the Reporting Person in connection with the sale of his business to Cano Health, LLC on June 1, 2022. On September 1, 2022, the Reporting Person received 25,386 shares of Class A Common Stock as consideration that was issued to the Reporting Person under an asset purchase agreement in connection with the Issuer’s acquisition of the assets of Doctor’s Medical Center, LLC. The Reporting Person was awarded shares of Class A Common Stock as employee compensation pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan as listed on Schedule A hereto. The Reporting Person purchased 81,483 shares of Class A Common Stock in connection with the employee stock purchase plan. On April 5, 2023, the Reporting Person received 17,163,460 shares of Class B Common Stock and 2,836,540 shares of Class A Common Stock pursuant to the Repayment Agreement described in Item 4 below.

SCHEDULE 13D

Item 4. Purpose of the Transaction

On April 5, 2023, pursuant to that certain Stock Purchase and Repayment Agreement (the “Repayment Agreement”) dated as of April 5, 2023, by and among the Reporting Person, Dr. Marlow Hernandez (the Company’s Chief Executive Officer), Hernandez Borrower Holdings, LLC, Dr. Richard Aguilar, and the other guarantors set forth therein (collectively, the “Transferors”), the Reporting Person received 17,163,460 shares of Class B Common Stock and 2,836,540 shares of Class A Common Stock as repayment for and in satisfaction in full of Transferors, obligations under a promissory note owed to the Reporting Person. The Transferred Shares were transferred at a value of $1.50 per share.

The Repayment Agreement also provides that the Transferors have the right during the one year period following April 5, 2023 (the “Exercise Period”), subject to the terms and conditions of the Repayment Agreement, to acquire the Transferred Shares from the Reporting Person for a price equal to $3.00 per share of Common Stock (the “Option Price”), as adjusted in accordance with the Repayment Agreement (the “Option”).

During the Exercise Period, the Reporting Person has the right to sell the Transferred Shares pursuant to the Repayment Agreement only in connection with a Company Sale (as defined in the Repayment Agreement) or if any remain held by him following a cashless exercise of the Option.

Additionally, in the event of a sale or merger of Cano Health, Inc. or the sale of substantially all of its assets, the Option will be cancelled in exchange for the right of each Transferor to receive the excess (if any) of the consideration paid in respect of a Transferred Share over the Option Price multiplied by the number of Transferred Shares applicable to each such Transferor.

The number of shares subject to the Option and the Option Price will be adjusted in the event of subdivisions, splits, combinations or consolidations, adjustments, recapitalizations, reclassifications, reorganizations or other changes in the capital structure of Cano Health, Inc. or its business.

The foregoing description of the Repayment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Repayment Agreement, a copy of which is attached hereto as Exhibit A.

On February 3, 2022, the Reporting Person received 2,857,092 shares of Class A Common Stock having a value of $15,000,000 as payment for the earnout owed to the Reporting Person in connection with the sale of his business to Cano Health, LLC on June 1, 2022.

The Reporting Person was awarded shares of Class A Common Stock as employee compensation pursuant to the Cano Health, Inc. 2021 Stock Option and Incentive Plan as listed on Schedule A hereto.

The Reporting Person purchased 81,483 shares of Class A Common Stock in connection with the employee stock purchase plan.

On September 1, 2022, the Reporting Person received 25,386 shares of Class A Common Stock as consideration that was issued to the Reporting Person under an asset purchase agreement in connection with the Issuer’s acquisition of the assets of Doctor’s Medical Center, LLC.

On August 17, 2021, the Reporting Person received 20,297,092 shares of Class B Common Stock from a distribution by Cano America, LLC to its members of the Class B Common Stock that Cano America, LLC received on June 3, 2021, pursuant to the business combination contemplated by the Business Combination Agreement, dated as of November 11, 2020 (as amended, the “Business Combination Agreement”) by and among the Issuer, Jaws Merger Sub, LLC, a Delaware limited liability company, Primary Care (ITC) Intermediate Holdings, LLC (“PCIH”) and PCIH’s sole member, Primary Care (ITC) Holdings, LLC.

SCHEDULE 13D

The Reporting Person holds its securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Person may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person. The Reporting Person intends to evaluate on an ongoing basis this investment in the Issuer and options with respect to such investment. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, and other future developments. From time to time, the Reporting Person may engage in discussions with the Issuer’s Board of Directors and/or members of the Issuer’s management team concerning, without limitation, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Issuer and other matters concerning the Issuer. The Reporting Person is the Chief Operating Officer of the Issuer.

The Reporting Persons reserve the right to change its purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Person alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.

Item 5. Interest in Securities of Issuer

(a,b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D. The Reporting Person holds the shares of Common Stock described on the cover page of this Schedule 13D.

The shares of Common Stock listed on the cover page includes (i) 17,163,460 shares of Class B Common Stock that is convertible into Class A Common Stock on a one for one basis, (ii) an option to purchase 2,886 shares of Class A Common Stock for an exercise price of $6.03 per share granted under the Cano Health, Inc. 2021 Stock Option and Incentive Plan, (iii) 26,254,794 shares of Class A Common Stock.

(c) The Reporting Person have not effected any transactions in securities of the Issuer in the last 60 days, except that that for the receipt of the Transferred Shares as set forth in Item 4 above and the award of 70,486 restricted stock units (“RSUs”) on March 31, 2023 under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of the Issuer’s Class A Common Stock. The RSUs vest as to 50% of the RSUs on December 31, 2023 and the remaining 50% of the RSUs vest on December 31, 2024. The RSUs were granted on March 31, 2023. Schedule A sets forth the Reporting Person’s other transactions in securities of the Issuer since June 3, 2021.

(d) Not applicable.

(e) Not applicable.

SCHEDULE 13D

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.

The 2,857,092 shares of Class A Common Stock issued on February 3, 2022 were subject to a lock-up that expired in January 2023.

Item 7. Materials to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits.

A. Stock Purchase and Repayment Agreement by and among the Reporting Person, Dr. Hernandez, Hernandez Borrower Holdings, LLC, and the guarantors thereto, dated April 5, 2023.

SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

SCHEDULE A

Securities Transactions