Chicago Pacific Founders UGP SC 13D/A P3 Health Partners / Chicago Pacific Founders UGP ownership change

Chicago Pacific Founders UGP SC 13D/AP3 Health Partners / Chicago Pacific Founders UGP ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 2 to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

P3 Health Partners Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

744413 105

(CUSIP Number)

Michael J. Wilson

Chief Financial Officer and Chief Compliance Officer

Chicago Pacific Founders UGP, LLC

980 North Michigan Avenue, Suite 1998

Chicago, IL 60611

312-273-4750

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 744413 105


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chicago Pacific Founders UGP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

The aggregate number of non-economic Class V Common Stock beneficially owned by the Reporting Person is treated as converted into Class A Common Stock for the purpose of this line item only. The shares of Class V Common Stock and the associated P3 LLC Units of the Issuer’s wholly owned operating subsidiary are redeemable at the Reporting Person’s option for the Issuer’s Class A Common Stock on a 1-for-1 basis subject to certain restrictions. The shares of Class V and Class A Common Stock vote as a single class.

(2)

Includes (i) 89,183,894 shares of Class V common stock, 4,223,621 shares of Class A common stock, 861,149 pre-funded warrants and 3,813,578 common warrants (together with pre-funded warrants, the “Warrants”) directly held by Chicago Pacific Founders Fund, L.P., (ii) 2,085,333 shares of Class V common stock directly held by Chicago Pacific Founders GP, L.P., (iii) 2,942,977 shares of Class A common stock, 33,447 pre-funded warrants and 148,120 common warrants directly held by Chicago Pacific Founders Fund-A, L.P., (iv) 6,305,039 shares of Class A common stock, 71,657 pre-funded warrants and 317,333 common warrants directly held by Chicago Pacific Founders Fund-B, L.P., and (v) 429,180 shares of Class A Common Stock (the “Warrant Shares”) issuable upon exercise of common warrants held by VBC Growth SPV LLC (the “VBC Warrant”). 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% (the “Ownership Blocker”) 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. In addition, included in the number of shares of Class V common stock and Class A common stock described above are 8,224,897 shares of Class V common stock and 723,291 shares of Class A common stock, respectively, that are being held in escrow until the resolution of the Class D Dispute and the Cash Preference Dispute (each as defined in the Initial Filing), and will be voted in accordance with the proportional vote totals that a matter receives by all voting securities other than those being held in escrow. The number provided herein does not reflect these beneficial ownership limitations.

(3)	Includes the shares described in footnote (2) above, but excludes 8,224,897 shares of Class V common stock and 723,291 shares of Class A common stock that are being held in escrow.

Page 2


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chicago Pacific Founders GP, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(4)

Includes (i) 89,183,894 shares of Class V common stock, 4,223,621 shares of Class A common stock, 861,149 pre-funded warrants and 3,813,578 common warrants directly held by Chicago Pacific Founders Fund, L.P., (ii) 2,085,333 shares of Class V common stock directly held by Chicago Pacific Founders GP, L.P., (iii) 2,942,977 shares of Class A common stock, 33,447 pre-funded warrants and 148,120 common warrants directly held by Chicago Pacific Founders Fund-A, L.P., and (iv) 6,305,039 shares of Class A common stock, 71,657 pre-funded warrants and 317,333 common warrants directly held by Chicago Pacific Founders Fund-B, L.P. 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. In addition, included in the number of shares of Class V common stock and Class A common stock described above are 8,224,897 shares of Class V common stock and 723,291 shares of Class A common stock, respectively, that are being held in escrow until the resolution of the Class D Dispute and the Cash Preference Dispute, as applicable, and will be voted in accordance with the proportional vote totals that a matter receives by all voting securities other than those being held in escrow. The number reported herein does not reflect these beneficial ownership limitations.

(5)	Includes the shares described in footnote (4) above, but excludes 8,224,897 shares of Class V common stock and 723,291 shares of Class A common stock that are being held in escrow.

Page 3


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chicago Pacific Founders Fund, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(6)

Includes 89,183,894 shares of Class V common stock, 4,223,621 shares of Class A common stock, 861,149 pre-funded warrants and 3,813,578 common warrants (together with the pre-funded warrants, the “Warrants”) directly held by Chicago Pacific Founders Fund, L.P. 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. In addition, included in the number of shares of Class V common stock described above are 8,036,974 shares of Class V common stock that are being held in escrow until the resolution of the Class D Dispute and the Cash Preference Dispute, as applicable, and will be voted in accordance with the proportional vote totals that a matter receives by all voting securities other than those being held in escrow. The number reported herein does not reflect these beneficial ownership limitations.

(7)	Includes the shares described in footnote (6) above, but excludes 8,036,974 shares of Class V common stock that are being held in escrow.

Page 4


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chicago Pacific Founders Fund-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(8)

Includes 2,778,931 shares of Class A common stock, 33,447 pre-funded warrants and 148,120 common warrants directly held by Chicago Pacific Founders Fund-A, L.P. 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. In addition, included in the number of shares of Class A common stock described above are 230,171 shares of Class A common stock that are being held in escrow until the resolution of the Class D Dispute and the Cash Preference Dispute, as applicable, and will be voted in accordance with the proportional vote totals that a matter receives by all voting securities other than those being held in escrow. The number reported herein does not reflect these beneficial ownership limitations.

(9)	Includes the shares described in footnote (8) above, but excludes 230,171 shares of Class A common stock that are being held in Escrow.

Page 5


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chicago Pacific Founders Fund-B, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(10)

Includes 6,305,039 shares of Class A common stock, 71,657 pre-funded warrants and 317,333 common warrants directly held by Chicago Pacific Founders Fund-B, L.P. 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. In addition, included in the number of shares of Class A common stock described above are 493,120 shares of Class A common stock that are being held in escrow until the resolution of the Class D Dispute and the Cash Preference Dispute, as applicable, and will be voted in accordance with the proportional vote totals that a matter receives by all voting securities other than those being held in escrow. The number reported herein does not reflect these beneficial ownership limitations.

(11)	Includes the shares described in footnote (10) above, but excludes 493,120 shares of Class A common stock that are being held in escrow.

Page 6


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VBC Growth SPV, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(12)

Includes 429,180 Warrant Shares directly held by the Reporting Person. 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 number reported herein does not reflect this beneficial ownership limitations.

Page 7


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chicago Pacific Founders UGP III, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(13)

Includes (i) 37,041,039 shares of Class A common stock, 7,552,257 pre-funded warrants and 33,444,972 common warrants directly held by CPF III PT SPV, LLC, and (ii) 2,085,333 shares of Class A common stock, 2,236,980 pre-funded warrants and 9,906,410 common warrants directly held by CPF III-A PT SPV, LLC. 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 number reported herein does not reflect this beneficial ownership limitations.

Page 8


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chicago Pacific Founders GP III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 9


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CPF III PT SPV, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(13)

Includes 37,041,039 shares of Class A common stock, 7,552,257 pre-funded warrants and 33,444,972 common warrants directly held by CPF III PT SPV, LLC. 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 number reported herein does not reflect this beneficial ownership limitations.

Page 10


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CPF III-A PT SPV, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO (see Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(15)

Includes 10,971,566 shares of Class A common stock, 2,236,980 pre-funded warrants and 9,906,410 common warrants directly held by CPF III-A PT SPV, LLC. 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 number reported herein does not reflect this beneficial ownership limitations.

Page 11

Explanatory Note:

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends the Schedule 13D of (i) Chicago Pacific Founders UGP, LLC, a Delaware limited liability company (“Founders UGP”), (ii) Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“Founders GP”), (iii) Chicago Pacific Founders Fund, L.P., a Delaware limited partnership (“Founders Fund LP”), (iv) Chicago Pacific Founders Fund-A, L.P., a Delaware limited partnership (“Founders Fund-A”), (v) Chicago Pacific Founders Fund-B, L.P., a Delaware limited partnership (“Founders Fund-B”) and (vi) VBC Growth SPV LLC, a Delaware limited liability company (“VBC”) (collectively, the “Fund I Reporting Persons”) that was initially filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2021 (the “Initial Filing”), as amended by Amendment No. 1 filed with the SEC on December 23, 2022 (“Amendment No. 1”, and together with the Initial Filing and this Amendment No. 2, the “Schedule 13D”), with respect to the Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) of P3 Health Partners, Inc., a Delaware corporation (the “Company” or the “Issuer”). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item 2.

Identity and Background

In addition to the Fund I Reporting Persons, this Amendment No. 2 is being filed on behalf of the following additional Reporting Persons: (a) Chicago Pacific Founders UGP III, LLC, a Delaware limited liability company (“Founders UGP III”), (b) Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“Founders GP III”), (c) CPF III PT SPV, LLC, a Delaware limited liability company (“SPV III”), and (d) CPF III-A PT SPV, LLC, a Delaware limited liability company (“SPV III-A”) (collectively, the “Fund III Reporting Persons”, and together with Fund I Reporting Persons, “Reporting Persons”). The Reporting Persons do not include the managers of Founders UGP III, Mary Tolan, Lawrence Leisure, and Vance Vanier.

Each of Mary Tolan, Lawrence Leisure and Vance Vanier is a United States citizen.

The business address for the Fund III Reporting Persons is 980 North Michigan Avenue, Suite 1998, Chicago, IL 60611.

Each of SPV III and SPV III-A is engaged in the business of investing in securities.

Each of Founders UGP III and Founders GP III is principally engaged in the business of being a general partner as described above and managing investments through other partnerships and limited liability companies.

During the last five years, none of the Fund III Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Fund III Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Considerations

Item 3 of the Schedule 13D is hereby amended by adding the following:

At the closing of the Private Placement (as defined in Item 6 hereof), the purchase price paid by entities affiliated with Chicago Pacific Partners (“CPF”) was funded by the working capital of CPF and its affiliated funds.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following:

The Reporting Persons acquired the securities covered by this Amendment No. 2 for investment purposes and intend to review their investment in the Issuer on a continuing basis. Subject to the terms of the Transaction Documents (as defined in Item 6 below), depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Class A Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with

Page 12

respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Class A Common Stock or other securities of the Issuer, dispose, or cause affiliates to dispose, of some or all of their shares of Class A Common Stock or other securities of the Issuer or continue to hold, or cause affiliates to hold, Class A Common Stock or other securities of the Issuer (or any combination or derivative thereof).

In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer. Except as set forth herein and below, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the CPF Directors or any of the other individuals named in Item 2 above, have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by such persons with respect to the Issuer, the foregoing is subject to change at any time.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by adding the following:

(a) The ownership percentages set forth below are calculated pursuant to Rule 13d-3 of the Act and are based on an aggregate of 110,736,035 shares of Class A Common Stock and 202,024,923 shares of Class V Common Stock outstanding as of April 6, 2023, based on the number of securities outstanding as contained in the most recently available filing with the SEC by the Issuer. The shares of Class V Common Stock are redeemable at the Reporting Person’s option for the Issuer’s Class A Common Stock on a 1-for-1 basis subject to certain restrictions. The shares of Class V and Class A Common Stock vote as a single class.

As previously disclosed, Founders UGP is the general partner of Founders GP, the general partner of each of Founders Fund LP, Founders Fund-A, and Founders Fund-B. Founders UGP is deemed to be the beneficial owner of the securities of the Issuer held directly by each of Founders GP, Founders Fund LP, Founders Fund-A, and Founders Fund B. Founders UGP is managed by Mary Tolan, Lawrence Leisure and Vance Vanier.

As previously disclosed, VBC Growth SPV LLC, a Delaware limited liability company (“VBC”), holds warrants to purchase 429, 180 shares of Class A Common Stock (the “Warrant Shares”), and the sole manager of VBC is CPF VBC Growth Aggregator, L.P., a wholly owned subsidiary of Founders UGP. Founders UGP, by virtue of its indirect ownership of (1) the sole manager of VBC and (2) each of Founders Fund LP and CPF VBC Growth Aggregator, L.P., entities holding an aggregate of 61.88% of the membership interests in VBC, controls all voting and dispositive decisions with respect to the Warrant Shares.

Founders UGP III is the general partner of Founders GP III, the sole manager of each of SPV III and SPV III-A. Founders UGP III is deemed to be the beneficial owner of the securities of the Issuer held directly by each of SPV III and SPV III-A. Founders UGP III is managed by Mary Tolan, Lawrence Leisure and Vance Vanier.

The Fund I Reporting Persons and the Fund III Reporting Persons may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 for purposes of beneficial ownership of shares of Class A Common Stock and shares of Class V Common Stock described above. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Fund I Reporting Person or any Fund III Reporting Person who currently beneficially own any shares of Class A Common Stock or any shares of Class V Common Stock are members of any such group. Each Fund III Reporting Person disclaims beneficial ownership over any shares of Class A Common Stock or any shares of Class V Common Stock beneficially owned by any Fund I Reporting Person, and each Fund I Reporting Person disclaims beneficial ownership over any shares of Class A Common Stock beneficially owned by any Fund III Reporting Person.

Page 13

As of the date of this filing, the Reporting Persons may be deemed to be the beneficial owners of the shares of Class A and Class V Common Stock as set forth in the table below:


	Class A Common Stock			Class V Common Stock(3)			Class A Common Stock underlying Pre-Funded Warrants (10)		Class A Common Stock underlying Common Warrants (10)		Voting Power Percentage (9)
Chicago Pacific Founders UGP, LLC(1)		13,471,637	(2)		91,269,317	(4)		966,253		4,708,211		34.71	%
Chicago Pacific Founders GP, L.P.(1)		13,471,637			91,269,317	(6)		966,253		4,279,031		34.62	%
Chicago Pacific Founders Fund LP		4,223,621			89,183,984	(5)		861,149		3,813,578		30.94	%
Chicago Pacific Founders Fund-A, L.P.		2,942,977	(7)		0			33,447		148,120		1.00	%
Chicago Pacific Founders Fund-B, L.P.		6,305,039	(8)		0			71,657		317,333		2.14	%
VBC Growth SPV, LLC		0			0			0		429,180		0.14	%
Chicago Pacific Founders UGP III, LLC(1)		48,012,605			0			9,789,237		43,351,382		27.68	%
Chicago Pacific Founders GP III, L.P. (1)		48,012,605			0			9,789,237		43,351,382		27.68	%
CPF III PT SPV, LLC		37,041,039			0			7,552,257		33,444,972		22.09	%
CPF III-A PT SPV, LLC		10,971,566			0			2,236,980		9,906,410		7.13	%

(1)	Shares held indirectly through the subsidiary entities.

(2)	Included are 732,291 shares of Class A Common Stock subject to escrow.

(3)	Class V Common Stock entitles the holder thereof to one vote per share.

(4)	Included are 8,224,897 shares of Class V Common Stock subject to escrow.

(5)	Included are 8,036,974 shares of Class V Common Stock subject to escrow.

(6)	Included are 187,923 shares of Class V Common Stock subject to escrow.

(7)	Included are 230,171 shares of Class A Common Stock subject to escrow.

(8)	Included are 493,120 shares of Class A Common Stock subject to escrow.

(9)	Represents the percentage of voting power of the holders of Class A Common Stock and Class V Common Stock of the Company voting together as a single class and calculated in accordance with Rule 13d-3(c) and Rule13d-1(j).

(10)	Does not reflect the Ownership Blocker described in Footnote 2.

(b) (i) SPV III has sole voting and dispositive power with respect to 78,038,268 shares of Class A Common Stock, consisting of 37,041,039 shares of Class A Common Stock directly held by SPV III, 7,552,257 shares of Class A Common Stock issuable upon exercise of pre-funded warrants and 33,444,972 shares of Class A Common Stock issuable upon exercise of common warrants.

(ii) SPV III-A has sole voting and dispositive power with respect to 23,114,956 shares of Class A Common Stock, consisting of 10,971,566 shares of Class A Common Stock directly held by SPV III-A, 2,236,980 shares of Class A Common Stock issuable upon exercise of pre-funded warrants and 9,906,410 shares of Class A Common Stock issuable upon exercise of common warrants.

(iii) Founders GP III is the sole manager of each of SPV III and SPV III-A. As such, Founders GP III is deemed to have sole voting and dispositive power over the 101,153,224 shares of Class A Common Stock beneficially owned by SPV III and SPV III-A in the aggregate.

(iv) Founders UGP III is the general partner of Founders GP III. As such, Founders UGP III is deemed to have sole voting and discretionary power over the 101,153,224 shares of Class A Common Stock beneficially owned by SPV III and SPV III-A in the aggregate.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Securities Purchase Agreement.

The Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Founders Fund LP, Founder Fund-A, Founders Fund-B, SPV III, SPV III-A (collectively, the “CPF Purchasers”) and other purchasers named therein (together with the CPF Purchasers, the “Purchasers”) on March 30, 2023.

Pursuant to the Purchase Agreement, on April 6, 2023, the Company issued 79,912,635 units at a price of $1.1180 per unit for institutional investors, and a purchase price of $1.1938 per unit for employees and consultants. Each unit consists of one share of Class A Common Stock (or one pre-funded warrant in lieu thereof), and 0.75 of a warrant to purchase one share of Common Stock at an exercise price of $1.13. Certain institutional investors elected to receive pre-funded warrants to purchase Common Stock in lieu of a portion of their Common Stock. In total, the Company sold (i) an aggregate of 69,157,145 shares of its Common Stock (the “Shares”), (ii) warrants to purchase an aggregate of 59,934,479 shares of Common Stock (the “Common Warrants”), and (iii) pre-funded warrants to purchase an aggregate of 10,755,490 shares of Common Stock (the “Pre-Funded Warrants” and, together with the Common Warrants, the “Warrants”), to the Purchasers for aggregate gross proceeds of approximately $89.5 million (collectively, the “Private Placement”).

Page 14

Each Common Warrant has an exercise price per share of Class A Common Stock equal to $1.13 per share. Each Pre-Funded Warrant has an exercise price per share of Class A Common Stock equal to $0.0001 per share. The exercise price and the number of shares of Class A Common Stock issuable upon exercise of each Warrant are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

CPF Purchasers purchased 52,751,725 shares of Common Stock, 10,755,490 Pre-Funded Warrants and 47,630,413 Warrants for aggregate gross proceeds of approximately $71 million. CPF may not exercise any portion of any Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by CPF (together with its affiliates) to exceed 49.99% of the number of shares of Class A Common Stock and Class V 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. As a result, CPF’s ownership of shares does not represent more than 49.99% of the aggregate voting power of the Company’s Class A Common Stock and Class V Common Stock.

The purchasers include Amir Bacchus, M.D., the Company’s Chief Medical Officer and a director of the Company. Two members of the Company’s board of directors, Mary Tolan and Lawrence B. Leisure, serve as Managing Partners of Chicago Pacific Founders, and one member of the Company’s board of directors, Greg Kazarian, serves as an Operating Partner of Chicago Pacific Founders. The entry into the Purchase Agreement was approved by a committee of independent, disinterested directors of the Company.

The Private Placement was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as a transaction by an issuer not involving a public offering. The Purchasers acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in this transaction.

Registration Rights Agreement

On April 6, 2023, in connection with the Purchase Agreement the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 30 days after the closing of the Private Placement for purposes of registering the resale of the Shares and shares of Class A Common Stock issuable upon exercise of the Warrants. The Company agreed to use its reasonable best efforts to cause this registration statement to be declared effective by the SEC within 120 days after the date thereof. The Registration Rights Agreement also contains certain shelf takedown and piggyback rights.

The Company has also agreed, among other things, to indemnify the Purchasers, their officers, directors, members, employees and agents, successors and assigns under the registration statement from certain liabilities and to pay all fees and expenses incident to the Company’s obligations under the Registration Rights Agreement.

Letter Agreement with CPF

On April 6, 2023, in connection with the Purchase Agreement, the Company entered into a letter agreement (the “Letter Agreement”) with Founders GP, Founders GP III (on behalf of the funds of which Founder GP is the general partner, certain funds of which Founders GP III is the general partner) and/or certain of their affiliated entities and funds (collectively, the “CPF Parties”). Pursuant to the Letter Agreement, (i) for as long as the CPF Parties own 40% of the Company’s outstanding Common Stock, CPF will be entitled to designate one additional independent member of the Company’s board of directors, who must be independent and satisfy all applicable requirements regarding service as a director of the Company under applicable law and SEC and stock exchange rules, (ii) for as long as the CPF Parties own 40% of the Company’s outstanding Common Stock, CPF will be entitled to certain information rights and protective provisions, and (iii) subject to the terms of the Letter Agreement, the CPF Parties agreed to a standstill restriction from the date of the closing of the Private Placement to June 30, 2024 that limits the ownership of the CPF Parties to 49.99% of the Company’s Class A Common Stock and Class V Common Stock.

The foregoing summaries of the Purchase Agreement, Registration Rights Agreement, Warrants and Letter Agreement (collectively, the “Transaction Documents”) do not purport to be complete and are qualified in their entirety by reference to the Form of Common Stock Purchase Warrant, Form of Pre-Funded Common Stock Purchase Warrant, Purchase Agreement, Registration Rights Agreement and Letter Agreement, which are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, to this Amendment No. 2.

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Item 7.

Material to Be Filed as Exhibits


Exhibit No		Description

99.1		Form of Common Stock Purchase Warrant, dated April 6, 2023.

99.2		Form of Pre-Funded Common Stock Purchase Warrant, dated April 6, 2023.

99.3		Securities Purchase Agreement, dated March 30, 2023, by and among P3 Health Partners Inc. and the Purchasers named therein.

99.4		Registration Rights Agreement, dated April 6, 2023, by and among P3 Health Partners Inc. and the Purchasers named therein.

99.5		Letter Agreement, dated April 6, 2023, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P. and Chicago Pacific Founders GP III, L.P.

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


April 19, 2023		CHICAGO PACIFIC FOUNDERS UGP, LLC


By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory

CHICAGO PACIFIC FOUNDERS GP, L.P.

By:		CHICAGO PACIFIC FOUNDERS UGP, LLC, its general partner


By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory

CHICAGO PACIFIC FOUNDERS FUND, L.P.

By:		CHICAGO PACIFIC FOUNDERS GP, L.P., its general partner
By:		CHICAGO PACIFIC FOUNDERS UGP, LLC, its general partner


By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory

CHICAGO PACIFIC FOUNDERS FUND-A, L.P.

By:		CHICAGO PACIFIC FOUNDERS GP, L.P., its general partner
By:		CHICAGO PACIFIC FOUNDERS UGP, LLC, its general partner


By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory

CHICAGO PACIFIC FOUNDERS FUND-B, L.P.

By:		CHICAGO PACIFIC FOUNDERS GP, L.P., its general partner
By:		CHICAGO PACIFIC FOUNDERS UGP, LLC, its general partner


By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory

VBC GROWTH SPV, LLC

By:		CPF VBC Growth Aggregator, L.P., its sole manager
By:		CHICAGO PACIFIC FOUNDERS UGP, LLC, its general partner


By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory


CHICAGO PACIFIC FOUNDERS UGP III, LLC

By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory

Page 17


CHICAGO PACIFIC FOUNDERS GP III, L.P.

By:		CHICAGO PACIFIC FOUNDERS UGP, LLC, its general partner

By:		/s/ Michael J. Wilson
Name:		Michael J. Wilson
Title:		Authorized Signatory


CPF III PT SPV, LLC

By:		CHICAGO PACIFIC FOUNDERS GP III, L.P., its manager
By:		CHICAGO PACIFIC FOUNDERS UGP, LLC, its general partner


By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory


CPF III-A PT SPV, LLC

By:		CHICAGO PACIFIC FOUNDERS GP III, L.P., its manager
By:		CHICAGO PACIFIC FOUNDERS UGP, LLC, its general partner


By:		/s/ Michael J. Wilson


Name:		Michael J. Wilson
Title:		Authorized Signatory

Page 18

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

110,415,418⁽¹⁾⁽²⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

101,467,230 ⁽¹⁾⁽³⁾

SHARED DISPOSITIVE POWER

0