Leavitt Equity Partners II, L.P. - Dec 3, 2021 Form 3 Insider Report for P3 Health Partners Inc. (PIII)

Role: 10%+ Owner
Signature: Leavitt Equity Partners II, L.P., By: /s/ Taylor Leavitt, authorized signatory
Stock symbol: PIII
Transactions as of: Dec 3, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/12/2022, 04:58 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PIII	Class V Common Stock						7.51M	Dec 3, 2021	Direct	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	P3 LLC Units							Dec 3, 2021	Class A Common Stock	7.51M		Direct	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	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 6,829,023 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.
F2	Includes an aggregate of 676,360 P3 LLC Units and shares of Class V 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.
F3	The shares of Class V Common Stock and the P3 LLC Units are held directly by Leavitt Equity Partners II, L.P. ("LEP LP"). Leavitt Equity Partners II, LLC ("LEP LLC") is the general partner of LEP LP. Leavitt Legacy, LLC ("Legacy") is the controlling manager of LEP LLC. LEP Management, LLC ("LEP Management"), a wholly owned subsidiary of Legacy, manages LEP LP under appointment by LEP LLC. As a result, Legacy has the power to vote and dispose all the securities of the Issuer held by LEP LP. Taylor Leavitt is the sole owner of Legacy. Each of Mr. Leavitt, LEP LLC, Legacy, and LEP Management disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein.
F4	The P3 LLC Units held by the reporting persons 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.