P3 Health Partners (PIII) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chicago Pacific Founders UGP III, LLC

(Last) (First) (Middle)

980 NORTH MICHIGAN AVENUE, SUITE 1998

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
P3 Health Partners Inc. [ PIII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2023

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

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/28/2023		P		90,000(1)	A	$1.3905	49,125,442	I	See Footnote(4)
Class A Common Stock	08/29/2023		P		90,000(2)	A	$1.7019	49,215,442	I	See Footnote(4)
Class A Common Stock	08/30/2023		P		90,000(3)	A	$1.8314	49,305,442	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Chicago Pacific Founders UGP III, LLC

(Last) (First) (Middle)

980 NORTH MICHIGAN AVENUE, SUITE 1998

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chicago Pacific Founders GP III, L.P.

(Last) (First) (Middle)

980 NORTH MICHIGAN AVENUE,

SUITE 1998

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CPF III PT SPV, LLC

(Last) (First) (Middle)

980 NORTH MICHIGAN AVENUE,

SUITE 1998

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CPF III-A PT SPV, LLC

(Last) (First) (Middle)

980 NORTH MICHIGAN AVENUE,

SUITE 1998

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

Explanation of Responses:

1. Includes (i) 69,433.68 shares of Common Stock directly acquired by CPF III PT SPV, LLC ("SPV III") and (ii) 20,566.32 shares of Common Stock directly acquired by CPF III PT SPV-A, LLC ("SPV-A III").

2. Includes (i) 69,433.68 shares of Common Stock directly acquired by SPV III, and (ii) 20,566.32 shares of Common Stock directly acquired by SPV III-A.

3. Includes (i) 69,433.68 shares of Common Stock directly acquired by SPV III, and (ii) 20,566.32 shares of Common Stock directly acquired by SPV III-A.

4. Chicago Pacific Founders UGP, III LLC ("UGP III") is the general partner of Chicago Founders GP III, LP ("GP III"), the general partner of each of SPV III and SPV III-A. As a result, UGP III has the power to vote and dispose of the Issuer's securities held by SPV III and SPV III-A (the "Underlying Securities"). Each of UGP III and GP III disclaims beneficial ownership for the amount in excess of their pecuniary interest in the Underlying Securities.

Remarks:

	Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory	08/30/2023
	Chicago Pacific Founders GP III, L.P., /s/ Michael Wilson, authorized signatory	08/30/2023
	CPF III PT SPV, LLC, /s/ Michael Wilson, authorized signatory	08/30/2023
	CPF III-A PT SPV, LLC, /s/ Michael Wilson, authorized signatory	08/30/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.