Diameter Capital Partners LP Form 3 Filed 2024-07-08

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Diameter Capital Partners LP

2. Date of Event Requiring Statement (Month/Day/Year)

06/28/2024

3. Issuer Name and Ticker or Trading Symbol

Cano Health, Inc. [CANOQ]

(Last)

(First)

(Middle)

55 HUDSON YARDS, SUITE 29B

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

NEW YORK, NY 10001

(City)

(State)

(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

_____ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,817,205⁽¹⁾⁽²⁾	I	Diameter Master Fund LP⁽³⁾
Common Stock	1,752,243⁽¹⁾⁽⁴⁾	I	Diameter Dislocation Master Fund II LP⁽⁵⁾
Common Stock	876,836⁽¹⁾⁽⁶⁾	I	Diameter Dislocation Master Fund LP⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (Right to Buy)	06/28/2029	06/28/2029	Common Stock	118,009⁽¹⁾⁽²⁾	$23.5	I	Diameter Master Fund LP⁽³⁾
Warrant (Right to Buy)	06/28/2029	06/28/2029	Common Stock	54,466⁽¹⁾⁽⁴⁾	$23.5	I	Diameter Dislocation Master Fund II LP⁽⁵⁾
Warrant (Right to Buy)	06/28/2029	06/28/2029	Common Stock	27,233⁽¹⁾⁽⁶⁾	$23.5	I	Diameter Dislocation Master Fund LP⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Diameter Capital Partners LP 55 HUDSON YARDS, SUITE 29B NEW YORK, NY 10001		X
Lewinsohn Jonathan 55 HUDSON YARDS, SUITE 29B NEW YORK, NY 10001		X

Explanation of Responses:

1.	Pursuant to the Issuer's Modified Fourth Amended Joint Chapter 11 Plan of Reorganization (the "Plan"), which was confirmed by the United States Bankruptcy Court for the District of Delaware on June 28, 2024 and became effective on June 28, 2024 (the "Effective Date"), each share of the Issuer's Class A Common Stock, $0.01 par value per share (the "Old Common Stock") and warrants to purchase Old Common Stock outstanding prior to the Issuer's emergence from bankruptcy were cancelled for no value. In addition, on the Effective Date, pursuant to the Plan and in connection with the Issuer's emergence from bankruptcy, the Issuer (i) newly issued 41,800,000 shares of common stock, $0.0001 par value per share (the "Common Stock") and (ii) was authorized to issue an aggregate of up to 2,200,150 warrants, each exercisable for one share of Common Stock, at an initial exercise price of $25.30 per share, exercisable for a 5-year period commencing on the Effective Date (the "Warrants").
2.	Pursuant to the Plan, Diameter Master Fund LP ("Diameter Master Fund"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 3,817,205 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 118,009 Warrants, in connection with the equitization of allowable Claims (as defined the Plan).
3.	Diameter Master Fund directly holds 3,817,205 shares of Common Stock and 118,009 Warrants. Diameter Capital Partners LP ("Diameter Capital") is the investment manager of Diameter Master Fund and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Diameter Master Fund. Each of Scott K. Goodwin ("Mr. Goodwin") and Jonathan Lewinsohn ("Mr. Lewinsohn") is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Diameter Master Fund LP. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Diameter Master Fund except to the extent of its or his pecuniary interest therein.
4.	Pursuant to the Plan, Diameter Dislocation Master Fund II LP ("Dislocation Master Fund II"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 1,752,243 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 54,466 Warrants in connection with the equitization of allowable Claims (as defined the Plan).
5.	Dislocation Master Fund II directly holds the 1,752,243 shares of Common Stock and 54,466 Warrants. Diameter Capital is the investment manager of Dislocation Master Fund II and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund II. Each of Mr. Goodwin and Mr. Lewinsohn is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund II. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Dislocation Master Fund II except to the extent of its or his pecuniary interest therein.
6.	Pursuant to the Plan, Diameter Dislocation Master Fund LP ("Dislocation Master Fund"), as a holder of First Lien Claims (as defined in the Plan), received an aggregate of 876,836 shares of Common Stock, and as a holder of RSA GUC Claims (as defined in the Plan), received an aggregate of 27,233 Warrants in connection with the equitization of allowable Claims (as defined the Plan).
7.	Dislocation Master Fund directly holds the 876,836 shares of Common Stock and the 27,233 Warrants. Diameter Capital is the investment manager of Dislocation Master Fund and as such may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund. Each of Mr. Goodwin and Mr. Lewinsohn is a managing member of Diameter Capital GP LLC, the general partner of Diameter Capital, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Dislocation Master Fund. Each of Diameter Capital, Mr. Goodwin and Mr. Lewinsohn disclaim beneficial ownership of such securities directly held by Dislocation Master Fund except to the extent of its or his pecuniary interest therein.
Remarks: Ex. 24 - Power of Attorney

	Signatures
	/s/ Shailini Rao, Attorney-in-Fact for Diameter Capital Partners, LP	07/08/2024
	/s/ Shailini Rao, Attorney-in-Fact for Jonathan Lewinsohn	07/08/2024
	** Signature of Reporting Person	Date
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Exhibit 24

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints Shailini Rao with full power to act without the other, as his or her agent and attorney-in-fact for the purpose of executing in his or her name any statement of beneficial ownership on Form 3, 4, or 5 to be filed with the United States Securities and Exchange Commission.

All past acts of an attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

This Power of Attorney shall be valid from the date hereof until revoked by me.

IN WITNESS HEREOF I have executed this instrument as of the 8th day of July, 2024.


/s/ Jonathan Lewinsohn
Jonathan Lewinsohn

/s/ Scott K. Goodwin
Scott K. Goodwin