Form 4 for PIII P3 Health Partners Inc.

Accepted 2023-04-28 00:00:00 ET · period of report 2023-04-06 · accession 0000899243-23-011890 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2023-04-28	2023-04-06	PIII	Chicago Pacific Founders GP, L.P.	10%	P - Purchase	$1.18	+4.74M	104.74M	+5%	+$5.59M
DMI	2023-04-28	2023-04-06	PIII	Chicago Pacific Founders GP, L.P.	10%	P - Purchase	$0.00	+5.25M	966.3K	New	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2023-04-06	P	A	4,739,120	$1.18	104,740,954	I See Footnote	—	—	(F2) 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. (F3) 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.
2	Derivative	Common Stock Purchase Warrant	2023-04-06	P	A	4,279,031	$0.00	4,708,211	I See Footnote	$1.13 · — to —	4,279,031 Class A Common Stock	(F7) 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. (F1) 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. (F3) 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. (F4) 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. (F5) 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.
3	Derivative	Pre-Funded Common Stock Purchase Warrant	2023-04-06	P	A	966,253	$0.00	966,253	I See Footnote	$0.00 · — to —	966,253 Class A Common Stock	(F8) 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. (F1) 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. (F3) 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. (F4) 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. (F6) 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.