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Filing Details

Accession Number:: 0001213900-22-003127
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2022-01-21 17:21:19
Reporting Period:: 2022-01-19

Accepted Time:: 2022-01-21 17:21:19
Original Submission Date:: 2021-02-17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1832511	P3 Health Partners Inc.	PIII	Services-Health Services (8000)	852992794

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1843078	Michael Balkin	3201 South Ocean Boulevard, Unit 404 Highland Beach FL 33487		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2022-01-19	4,239	$5.10	7,530,264	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class A Common Stock Warrants (right to buy)	Acquisiton	2021-02-12	227,500	$0.00	227,500	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
227,500	2022-02-12	2027-12-03	No	4	P	Indirect

Footnotes

These 4,239 Shares (as defined below) were acquired in a single transaction through a self-directed individual retirement account of Mr. Balkin (as defined below).
4,239 of these Shares are held directly by Mr. Balkin through a self-directed individual retirement account. "Shares" are shares of Class A Common Stock of the Issuer, par value $0.0001 per share.
7,526,025 of these Shares are held directly by Foresight Sponsor Group, LLC, a Delaware limited liability company (the "Sponsor").
Michael P. Balkin, a citizen of the United States ("Mr. Balkin"), is the sole manager of the Sponsor. Consequently, Mr. Balkin has voting and investment power over the securities held directly by the Sponsor.
As a result of having voting and investment power over the securities held directly by the Sponsor, Mr. Balkin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the 7,526,025 Shares held directly by the Sponsor.
As previously reported by Mr. Balkin on February 17, 2021, the Sponsor, simultaneously with the consummation of the Issuer's initial public offering on February 12, 2021 (the "IPO"), consummated the acquisition from the Issuer of 682,500 units (the "Private Units"), at a price of $10.00 per unit, in a private placement for an aggregate purchase price of $6,825,000. Each Private Unit consisted of one Share and one-third of one warrant.
Such warrants acquired directly by the Sponsor on February 12, 2021, were exercisable for 227,500 Shares, provided that, at the time of issuance, such warrants could only be exercised during the period (i) commencing on the later of: (1) the date that is thirty (30) days after the first date on which the Issuer completed a business combination and (2) the date that is twelve (12) months from the consummation of the IPO and (ii) terminating at 5:00 p.m., New York City time, on the earlier to occur of (x) the date that is five (5) years after the date on which the Issuer completes its initial business combination or (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated certificate of incorporation, as amended from time to time.
The Issuer completed a business combination on December 3, 2021, but the twelve (12) month anniversary of the consummation of the IPO is February 12, 2022. Accordingly, (i) such warrants will become exercisable on February 12, 2022, and (ii) the exercise period of such warrants will terminate at 5:00 p.m., New York City time, on the earlier to occur of (1) December 3, 2027, or (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated certificate of incorporation, as amended from time to time.
As a result of having voting and investment power over the securities held directly by the Sponsor, Mr. Balkin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the 227,500 Shares issuable upon exercise of such warrants held directly by the Sponsor.
Mr. Balkin disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.