Chicago Pacific Founders UGP, LLC - Dec 3, 2021 Form 3 Insider Report for P3 Health Partners Inc. (PIII)

Role: 10%+ Owner
Signature: Chicago Pacific Founders UGP, LLC, /s/ Michael Wilson, Chief Financial Officer and Chief Compliance Officer
Stock symbol: PIII
Transactions as of: Dec 3, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/7/2021, 08:21 PM
Next filing: Dec 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PIII	Class A Common Stock						8.87M	Dec 3, 2021	See Footnote	F1, F2, F3
holding	PIII	Class V Common Stock						91.3M	Dec 3, 2021	See Footnote	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PIII	P3 LLC Units							Dec 3, 2021	Class A Common Stock	91.3M		See Footnote	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes an aggregate of 793,329 shares of Class A Common Stock, 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).
F2	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 persons received an aggregate of 91,269,317 Common Units of P3 Health Group, LLC, a direct subsidiary of the Issuer (the "P3 LLC Units"), as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of P3 LLC 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. Each share of Class V Common Stock has the same voting rights as a share of Class A Common Stock, but no economic rights.
F3	Chicago Pacific Founders Fund LP ("Fund LP") directly holds 89,183,984 of these shares of Class V Common Stock and the associated P3 LLC Units, and Chicago Pacific Founders GP, L.P. ("Founders GP") directly holds 2,085,333 of these shares of Class V Common Stock and the associated P3 LLC Units. Founders GP is the general partner of Fund LP. Chicago Pacific Founders UGP, LLC ("Founders UGP"), the general partner of Founders GP, has the power to vote and dispose the P3 LLC Units held directly by each of Founders GP and Fund LP. Includes an aggregate of 8,224,897 P3 LLC Units and the associated Class V Common Stock being held in escrow following the business combination until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement.
F4	Represents 2,823,507 shares of Class A Common Stock held by Chicago Pacific Founders Fund-A, L.P., and 6,049,086 shares of Class A Common Stock held by Chicago Pacific Founders Fund-B, L.P. Founders GP is general partner of each of Chicago Pacific Founders Fund-A, L.P. and Chicago Pacific Founders Fund-B, L.P. The general partner of Founders GP is Founders UGP. As a result, Founders UGP has the power to vote and dispose all the securities of the Issuer held by each of Fund-A and Fund-B.
F5	The P3 LLC Units are redeemable at any time by the reporting persons 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 P3 LLC Unit redeemed. Upon the redemption of any P3 LLC Units, a number of shares of Class V Common Stock of the Issuer equal to the number of P3 LLC Units that are redeemed will be cancelled by the Issuer for no consideration.