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Filing Details

Accession Number:: 0000899243-23-011890
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-04-28 18:12:45
Reporting Period:: 2023-04-06

Accepted Time:: 2023-04-28 18:12:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1832511	P3 Health Partners Inc.	PIII	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1621662	Chicago Pacific Founders Fund-A, L.p.	980 North Michigan Avenue, Suite 1998 Chicago IL 60611	No	No	Yes	No
1621663	Chicago Pacific Founders Fund, L.p.	980 North Michigan Avenue, Suite 1998 Chicago IL 60611	No	No	Yes	No
1674021	Chicago Pacific Founders Fund-B, L.p.	980 North Michigan Avenue, Suite 1998 Chicago IL 60611	No	No	Yes	No
1897558	Chicago Pacific Founders Ugp, Llc	980 North Michigan Avenue, Suite 1998 Chicago IL 60611	No	No	Yes	No
1898470	Chicago Pacific Founders Gp, L.p.	980 North Michigan Avenue, Suite 1998 Chicago IL 60611	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2023-04-06	4,739,120	$1.18	104,740,954	No	4	P	Indirect	See Footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Commonstock	Common Stock Purchase Warrant	Acquisiton	2023-04-06	4,279,031	$0.00	4,279,031	$1.13
Class A Commonstock	Pre-Funded Common Stock Purchase Warrant	Acquisiton	2023-04-06	966,253	$0.00	966,253	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,708,211			No	4	P	Indirect
966,253			No	4	P	Indirect

Footnotes

On April 6, 2023, P3 Health Partners Inc. (the "Issuer") issued units to Chicago Pacific Founders Fund, L.P. ("Fund I"), Chicago Pacific Founders Fund-A, L.P. ("Fund I-A") and Chicago Pacific Founders Fund-B, L.P. ("Fund I-B") at a price of $1.1180 per unit. Each unit consists of one share of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), and 0.75 of a warrant ("Common Warrants") to purchase one share of Common Stock at an exercise price of $1.13. Each of Fund I, Fund I-A and Fund I-B elected to receive pre-funded warrants ("Pre-Funded Warrants", and together with Common Warrants, the "Warrants") to purchase Common Stock in lieu of a portion of their Common Stock.
Includes (i) 4,223,621 shares of Common Stock directly acquired by Fund I, (ii) 164,046 shares of Common Stock directly acquired by Fund I-A, and (iii) 351,453 shares of Common Stock directly acquired by Fund I-B.
Chicago Pacific Founders UGP, LLC ("UGP") is the general partner of Chicago Founders GP, LP ("GP"), the general partner of each of Fund I, Fund I-A and Fund I-B. As a result, UGP has the power to vote and dispose of the Issuer's securities held by Fund I, Fund I-A and Fund I-B (the "Underlying Securities"). Each of UGP and GP disclaims beneficial ownership for the amount in excess of their pecuniary interest in the Underlying Securities.
Exercisable immediately, provided that the Reporting Person may not exercise any portion of any Warrant, which, upon giving effect or immediately prior to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Person (together with its affiliates) to exceed 49.99% of the number of shares of Common Stock issued and outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants.
The Common Warrants and the right to purchase securities upon the exercise of the Common Warrants will terminate upon the earliest to occur of the following: (i) April 6, 2028; and (ii) the consummation of (A) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Issuer's property or business or the Issuer's merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (B) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer is disposed of and the proceeds thereof are paid to then-existing stockholders of the Issuer.
The Pre-Funded Warrants and the right to purchase securities upon the exercise of the Pre-Funded Warrants will terminate upon the consummation of (A) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Issuer's property or business or the Issuer's merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (B) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer is disposed of and the proceeds thereof are paid to then-existing stockholders of the Issuer.
Includes (i) 3,813,578 shares of Common Stock issuable upon exercise of Common Warrants directly acquired by Fund I, (ii) 148,120 shares of Common Stock issuable upon exercise of Common Warrants directly acquired by Fund I-A, and (iii) 317,333 shares of Common Stock issuable upon exercise of Common Warrants directly acquired by Fund I-B.
Includes (i) 861,149 shares of Common Stock issuable upon exercise of Pre-Funded Warrants directly acquired by Fund I, (ii) 33,447 shares of Common Stock issuable upon exercise of Pre-Funded Warrants acquired by Fund I-A and (iii) 71,657 shares of Common Stock issuable upon exercise of Pre-Funded Warrants acquired by Fund I-B.