Form 4 for PIII P3 Health Partners Inc.
Accepted 2021-12-07 00:00:00 ET · period of report 2021-12-03 · accession 0001104659-21-147361 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-12-07 | 2021-12-03 | PIII | Bacchus Amir | Chief Medical Off, Dir | A - Grant | $1,503.25 | +15.03M | 15.03M | New | +$22.60B |
| DI | 2021-12-07 | 2021-12-03 | PIII | Bacchus Amir | Chief Medical Off, Dir | A - Grant | $375.81 | +3.76M | 3.76M | New | +$1.41B |
| D | 2021-12-07 | 2021-12-03 | PIII | Bacchus Amir | Chief Medical Off, Dir | A - Grant | — | +15.03M | 15.03M | New | — |
| DI | 2021-12-07 | 2021-12-03 | PIII | Bacchus Amir | Chief Medical Off, Dir | A - Grant | — | +3.76M | 3.76M | 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 | 15,032,528 | $1,503.25 | 15,032,528 | D By Charlee Co LLC | — | — | (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 1,414,959 shares of Class V common stock and 1,414,959 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. (F6) These shares are held directly by Charlee Co LLC, an entity for which the reporting person serves as managing member. |
| 2 | Common | Class V Common Stock | 2021-12-03 | A | A | 3,758,130 | $375.81 | 3,758,130 | I | — | — | (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. (F5) Includes 353,739 shares of Class V common stock and 353,739 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. |
| 3 | Derivative | Common Units | 2021-12-03 | A | A | 15,032,528 | — | 15,032,528 | D By Charlee Co LLC | — · — to — | 15,032,528 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 1,414,959 shares of Class V common stock and 1,414,959 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). (F6) These shares are held directly by Charlee Co LLC, an entity for which the reporting person serves as managing member. (F4) 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. |
| 4 | Derivative | Common Units | 2021-12-03 | A | A | 3,758,130 | — | 3,758,130 | I | — · — to — | 3,758,130 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. (F5) Includes 353,739 shares of Class V common stock and 353,739 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. (F4) 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. |