Gregory N. Kazarian - 03 Dec 2021 Form 4/A - Amendment Insider Report for P3 Health Partners Inc. (PIII)

Role
Director
Signature
/s/ Jessica Puathasnanon, as attorney-in-fact
Issuer symbol
PIII
Transactions as of
03 Dec 2021
Net transactions value
+$72,119,828
Form type
4/A - Amendment
Filing time
15 Feb 2022, 19:11:31 UTC
Date Of Original Report
07 Dec 2021
Next filing
28 Mar 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PIII Class V Common Stock Award $49,928,003 +706,595 $70.66* 706,595 03 Dec 2021 Direct F1, F2, F3
transaction PIII Class V Common Stock Award $22,191,825 +471,064 $47.11* 471,064 03 Dec 2021 By Kazarian 2020 Irrevocable Trust F1, F3, F5

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 +706,595 706,595 03 Dec 2021 Class A Common Stock 706,595 Direct F2, F3, F4
transaction PIII Common Units Award +471,064 471,064 03 Dec 2021 Class A Common Stock 471,064 By Kazarian 2020 Irrevocable Trust F3, F4, F5
* 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 102,785 shares of Class V common stock and 102,785 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 These securities are held by the Kazarian 2020 Irrevocable Trust, a trust for which the reporting person's spouse serves as trustee.

Remarks:

This Form 4/A amends the Form 4 filed by the reporting person on December 7, 2021 to reflect that 471,064 shares of Class V common stock and 471,064 Common Units are held directly by a trust of which the reporting person's spouse serves as trustee, rather than directly by the reporting person.