| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PIII | Warrant to Purchase Class A Common Stock | Purchase | $0 | +71,406,480 | $0.000000 | 71,406,480 | 12 Dec 2024 | Class A Common Stock | 71,406,480 | $0.2137 | See Footnote | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | On December 12, 2024, P3 Health Group, LLC ("P3 LLC"), a subsidiary of P3 Health Partners Inc. (the "Issuer"), entered into a financing transaction with VBC Growth SPV 3, LLC, a Delaware limited liability company ("VBC"), consisting of an unsecured promissory note and warrants to purchase 71,406,480 shares of Class A Common Stock of the Issuer to VBC. |
| F2 | Exercisable immediately. |
| F3 | The warrants and the right to purchase securities upon the exercise of the warrants will terminate upon the earliest to occur of the following: (a) December 12, 2031; and (b) the consummation of (i) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Issuer's or P3 LLC's property or business or the Issuer's or P3 LLC's merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer or P3 LLC is disposed of. |
| F4 | The warrants were issued in connection with a promissory note issued by the P3 LLC to VBC providing for a financing in several tranches up to an aggregate of $25 million. |
| F5 | Chicago Pacific Founders UGP III, LLC ("UGP") is the general partner of Chicago Pacific Founders GP III, LP, the Manager of VBC which has the power to vote and dispose of the Issuer's securities held by VBC. Affiliates of VBC also own a 66.81% member interest in VBC. |