Form 4 for PIII P3 Health Partners Inc.
Accepted 2021-12-07 00:00:00 ET · period of report 2021-12-03 · accession 0001104659-21-147358 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-12-07 | 2021-12-03 | PIII | Abdou Sherif | CEO, Dir, 10% | A - Grant | $737.95 | +28.19M | 1.41M | New | +$20.80B |
| DMI | 2021-12-07 | 2021-12-03 | PIII | Abdou Sherif | CEO, Dir, 10% | A - Grant | — | +28.19M | 9.63M | New | — |
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 V Common Stock | 2021-12-03 | A | A | 9,626,075 | $962.61 | 9,626,075 | I By NA 2021 GRAT | — | — | (F1) Upon the redemption of any Common Units (as defined below), a number of shares of Class V Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. (F2) Includes 906,068 shares of Class V common stock and 906,068 Common Units of P3 Health Group, LLC being held in escrow following the business combination described below until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement (as defined below). (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F4) These securities are held by the NA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees. |
| 2 | Common | Class V Common Stock | 2021-12-03 | A | A | 3,058,479 | $305.85 | 3,058,479 | I By NA 2021 Trust | — | — | (F1) Upon the redemption of any Common Units (as defined below), a number of shares of Class V Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. (F6) Includes 287,883 shares of Class V common stock and 287,883 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F7) These securities are held by the NA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees. |
| 3 | Common | Class V Common Stock | 2021-12-03 | A | A | 1,408,437 | $140.84 | 1,408,437 | I By SA Charitable Trust | — | — | (F1) Upon the redemption of any Common Units (as defined below), a number of shares of Class V Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. (F8) Includes 132,571 shares of Class V common stock and 132,571 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F12) These securities are held by the SA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries. |
| 4 | Common | Class V Common Stock | 2021-12-03 | A | A | 9,626,075 | $962.61 | 9,626,075 | I By SA 2021 GRAT | — | — | (F1) Upon the redemption of any Common Units (as defined below), a number of shares of Class V Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. (F2) Includes 906,068 shares of Class V common stock and 906,068 Common Units of P3 Health Group, LLC being held in escrow following the business combination described below until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement (as defined below). (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F10) These securities are held by the SA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees. |
| 5 | Common | Class V Common Stock | 2021-12-03 | A | A | 3,058,479 | $305.85 | 3,058,479 | I By SA 2021 Trust | — | — | (F1) Upon the redemption of any Common Units (as defined below), a number of shares of Class V Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. (F6) Includes 287,883 shares of Class V common stock and 287,883 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F11) These securities are held by the SA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees. |
| 6 | Common | Class V Common Stock | 2021-12-03 | A | A | 1,408,437 | $140.84 | 1,408,437 | I By NA Charitable Trust | — | — | (F1) Upon the redemption of any Common Units (as defined below), a number of shares of Class V Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. (F8) Includes 132,571 shares of Class V common stock and 132,571 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F9) These securities are held by the NA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries. |
| 7 | Derivative | Common Units | 2021-12-03 | A | A | 1,408,437 | — | 1,408,437 | I By SA Charitable Trust | — · — to — | 1,408,437 Class A Common Stock | (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F8) Includes 132,571 shares of Class V common stock and 132,571 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. (F12) These securities are held by the SA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries. (F5) The Common Units are redeemable at any time by the reporting person for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class V Common Stock of the Issuer equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| 8 | Derivative | Common Units | 2021-12-03 | A | A | 3,058,479 | — | 3,058,479 | I By SA 2021 Trust | — · — to — | 3,058,479 Class A Common Stock | (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F6) Includes 287,883 shares of Class V common stock and 287,883 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. (F11) These securities are held by the SA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees. (F5) The Common Units are redeemable at any time by the reporting person for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class V Common Stock of the Issuer equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| 9 | Derivative | Common Units | 2021-12-03 | A | A | 9,626,075 | — | 9,626,075 | I By NA 2021 GRAT | — · — to — | 9,626,075 Class A Common Stock | (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F2) Includes 906,068 shares of Class V common stock and 906,068 Common Units of P3 Health Group, LLC being held in escrow following the business combination described below until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement (as defined below). (F4) These securities are held by the NA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees. (F5) The Common Units are redeemable at any time by the reporting person for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class V Common Stock of the Issuer equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| 10 | Derivative | Common Units | 2021-12-03 | A | A | 3,058,479 | — | 3,058,479 | I By NA 2021 Trust | — · — to — | 3,058,479 Class A Common Stock | (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F6) Includes 287,883 shares of Class V common stock and 287,883 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. (F7) These securities are held by the NA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees. (F5) The Common Units are redeemable at any time by the reporting person for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class V Common Stock of the Issuer equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| 11 | Derivative | Common Units | 2021-12-03 | A | A | 1,408,437 | — | 1,408,437 | I By NA Charitable Trust | — · — to — | 1,408,437 Class A Common Stock | (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F8) Includes 132,571 shares of Class V common stock and 132,571 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. (F9) These securities are held by the NA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries. (F5) The Common Units are redeemable at any time by the reporting person for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class V Common Stock of the Issuer equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| 12 | Derivative | Common Units | 2021-12-03 | A | A | 9,626,075 | — | 9,626,075 | I By SA 2021 GRAT | — · — to — | 9,626,075 Class A Common Stock | (F3) At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value. (F2) Includes 906,068 shares of Class V common stock and 906,068 Common Units of P3 Health Group, LLC being held in escrow following the business combination described below until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement (as defined below). (F10) These securities are held by the SA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees. (F5) The Common Units are redeemable at any time by the reporting person for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class V Common Stock of the Issuer equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |