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

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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)
09/11/2023

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	09/11/2023		P		90,000(1)	A	$2.3358(2)	49,845,442	I	See Footnote(3)
Class A Common Stock	09/12/2023		P		90,000(1)	A	$2.628(4)	49,935,442	I	See Footnote(3)
Class A Common Stock	09/13/2023		P		90,000(1)	A	$2.6469(5)	50,025,442	I	See Footnote(3)

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. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $2.20 to $2.40, inclusive. The reporting persons undertake to provide to P3 Health Partners Inc., any security holder of P3 Health Partners Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 2.

3. 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.

4. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $2.36 to $2.9366, inclusive. The reporting persons undertake to provide to P3 Health Partners Inc., any security holder of P3 Health Partners Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 4.

5. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $2.52 to $2.84, inclusive. The reporting persons undertake to provide to P3 Health Partners Inc., any security holder of P3 Health Partners Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 5.

	Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory	09/13/2023
	Chicago Pacific Founders GP III, L.P., /s/ Michael Wilson, authorized signatory	09/13/2023
	CPF III PT SPV, LLC, /s/ Michael Wilson, authorized signatory	09/13/2023
	CPF III-A PT SPV, LLC, /s/ Michael Wilson, authorized signatory	09/13/2023
	** Signature of Reporting Person	Date
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