Chicago Pacific Founders UGP III, LLC - Apr 6, 2023 Form 3 Insider Report for P3 Health Partners Inc. (PIII)

Role
10%+ Owner
Signature
Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory
Stock symbol
PIII
Transactions as of
Apr 6, 2023
Transactions value $
$0
Form type
3
Date filed
5/2/2023, 06:45 PM
Next filing
May 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PIII Class A Common Stock 48M Apr 6, 2023 See Footnote F1, 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 Common Stock Purchase Warrant Apr 6, 2023 Class A Common Stock 43.4M $1.13 See Footnote F3, F4, F5, F7
holding PIII Pre-Funded Common Stock Purchase Warrant Apr 6, 2023 Class A Common Stock 9.79M $0.00 See Footnote F3, F4, F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 6, 2023, P3 Health Partners Inc. (the "Issuer") issued units to CPF III PT SPV, LLC ("SPV III") and CPF III-A PT SPV, LLC ("SPV III-A") 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 SPV III and SPV III-A 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.
F2 Includes (i) 37,041,039 shares of Common Stock directly acquired by SPV III, and (ii) 10,971,566 shares of Common Stock directly acquired by SPV III-A.
F3 Chicago Pacific Founders UGP III, LLC ("UGP III") is the general partner of Chicago Founders GP III, LP ("GP III"), the manager of each of SPV III and SPV III-A. As a result, UGP III has the power to vote and dispose of the Issuer's securities held by SPV III and SPV III-A (the "Underlying Securities"). Each of UGP III and GP III 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.
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.
F7 Includes (i) 33,444,972 shares of Common Stock issuable upon exercise of Common Warrants directly acquired by SPV III, and (ii) 9,906,410 shares of Common Stock issuable upon exercise of Common Warrants directly acquired by SPV III-A.
F8 Includes (i) 7,552,257 shares of Common Stock issuable upon exercise of Pre-Funded Warrants directly acquired by SPV III, and (ii) 2,236,980 shares of Common Stock issuable upon exercise of Pre-Funded Warrants acquired by SPV III-A.