Amir Bacchus - Dec 3, 2021 Form 4 Insider Report for P3 Health Partners Inc. (PIII)

Role
Chief Medical Officer, Director
Signature
/s/ Jessica Puathasnanon, as attorney-in-fact
Stock symbol
PIII
Transactions as of
Dec 3, 2021
Transactions value $
$24,009,990,551
Form type
4
Date filed
12/7/2021, 08:18 PM
Next filing
Apr 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PIII Class V Common Stock Award $22.6B +15M $1,503.25* 15M Dec 3, 2021 Direct F1, F2, F3
transaction PIII Class V Common Stock Award $1.41B +3.76M $375.81* 3.76M Dec 3, 2021 By Charlee Co LLC F1, F3, F5, F6

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
transaction PIII Common Units Award +15M 15M Dec 3, 2021 Class A Common Stock 15M Direct F2, F3, F4
transaction PIII Common Units Award +3.76M 3.76M Dec 3, 2021 Class A Common Stock 3.76M By Charlee Co LLC F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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.
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.
F6 These shares are held directly by Charlee Co LLC, an entity for which the reporting person serves as managing member.