Taylor S. Leavitt Form 4 P3 Health Partners / TAYLOR S. LEAVITT ownership change

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^*

LEAVITT LEGACY, LLC

(Last) (First) (Middle)

95 SOUTH STATE STREET

SUITE 2190

(Street)

SALT LAKE CITY UT 84111

(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)
05/24/2024

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	05/24/2024		P		7,974,481(1)	A	(1)	16,919,024	I	By Leavitt Equity Partners III, L.P.
Class A Common Stock								894,454	I	By Leavitt Equity Partners II, L.P.

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
Warrant	$0.502	05/24/2024		P		7,974,481(1)		(2)	05/24/2031	Class A Common Stock	7,974,481	(1)	7,974,481	I	By Leavitt Equity Partners III, L.P.

1. Name and Address of Reporting Person^*

LEAVITT LEGACY, LLC

(Last) (First) (Middle)

95 SOUTH STATE STREET

SUITE 2190

(Street)

SALT LAKE CITY UT 84111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Leavitt Equity Partners II, L.P.

(Last) (First) (Middle)

95 SOUTH STATE STREET

SUITE 2190

(Street)

SALT LAKE CITY UT 84111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Leavitt Equity Partners II, LLC

(Last) (First) (Middle)

95 SOUTH STATE STREET

SUITE 2190

(Street)

SALT LAKE CITY UT 84111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Leavitt Equity Partners III, L.P.

(Last) (First) (Middle)

95 SOUTH STATE STREET

SUITE 2190

(Street)

SALT LAKE CITY UT 84111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Leavitt Equity Partners III, LLC

(Last) (First) (Middle)

95 SOUTH STATE STREET

SUITE 2190

(Street)

SALT LAKE CITY UT 84111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEP Management LLC

(Last) (First) (Middle)

95 SOUTH STATE STREET

SUITE 2190

(Street)

SALT LAKE CITY UT 84111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEAVITT TAYLOR S.

(Last) (First) (Middle)

95 SOUTH STATE STREET

SUITE 2190

(Street)

SALT LAKE CITY UT 84111

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities were issued in connection with the Issuer's sale of 7,974,481 Units purchased by the Reporting Person for $0.6270 per Unit. Each Unit consists of (i) one share of Class A Common Stock and (ii) one warrant to purchase one share of Class A Common Stock. The Units were issued directly to Leavitt Equity Partners III, L.P., of which Leavitt Equity Partners III, LLC is the general partner.

2. Exercisable Immediately.

	Leavitt Legacy, LLC, By: /s/ Taylor Leavitt, authorized signatory	06/26/2024
	Leavitt Equity Partners II, LLC By: /s/ Taylor Leavitt, authorized signatory	06/26/2024
	Leavitt Equity Partners II, L.P., By: /s/ Taylor Leavitt, authorized signatory	06/26/2024
	Leavitt Equity Partners III, LLC, By: /s/ Taylor Leavitt, authorized signatory	06/26/2024
	Leavitt Equity Partners III, L.P., By: /s/ Taylor Leavitt, authorized signatory	06/26/2024
	LEP Management, LLC, By: /s/ Taylor Leavitt, authorized signatory	06/26/2024
	/s/ Taylor S. Leavitt	06/26/2024
	** Signature of Reporting Person	Date
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