Chicago Pacific Founders UGP III, LLC - 04 Jun 2025 Form 4 Insider Report for P3 Health Partners Inc. (PIII)

Role
10%+ Owner
Signature
Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory
Issuer symbol
PIII
Transactions as of
04 Jun 2025
Net transactions value
$0
Form type
4
Filing time
06 Jun 2025, 16:07:13 UTC
Previous filing
31 Jan 2025
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Chicago Pacific Founders UGP III, LLC 10%+ Owner 980 NORTH MICHIGAN AVENUE,, SUITE 1900, CHICAGO Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory 06 Jun 2025 0001975658
Chicago Pacific Founders GP III, L.P. 10%+ Owner 980 NORTH MICHIGAN AVENUE,, SUITE 1900, CHICAGO Chicago Pacific Founders GP III, L.P., /s/ Michael Wilson, authorized signatory 06 Jun 2025 0001975828

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 Warrants to Purchase Class A Common Stock Purchase $0 +1,428,129 $0.000000 1,428,129 04 Jun 2025 Class A Common Stock 1,428,129 $10.34 See Footnote F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 13, 2025, P3 Health Group, LLC ("P3 LLC"), a subsidiary of P3 Health Partners Inc. (the "Issuer"), entered into a financing transaction with VBC Growth SPV 4, LLC, a Delaware limited liability company ("VBC 4"), consisting of an unsecured promissory note and warrants to purchase 1,428,129 shares of Class A Common Stock ("Common Stock") of the Issuer. The Issuer's shareholders approved the issuance of the Common Stock underlying such warrants on June 4, 2025.
F2 On April 11, 2025, the Issuer effected a 1-for-50 reverse stock split of the Issuer's issued and outstanding Common Stock. All amounts reported in this Form 4 have been adjusted to reflect the number of securities issued on an as-adjusted basis.
F3 The warrants to purchase Common Stock are exercisable for a whole number of shares of Common Stock at any time (as described in the warrant agreement previously filed by the Issuer with the SEC).
F4 The warrants and the right to purchase shares of Common Stock upon the exercise of the warrants will terminate on February 13, 2032.
F5 The warrants were issued in connection with a $30 million promissory note issued on February 13, 2025 by P3 LLC to VBC 4, all of which was previously disclosed by the Issuer upon issuance of the warrants and note.
F6 Chicago Pacific Founders UGP III, LLC is the general partner of Chicago Pacific Founders GP III, LP ("CPF GP"). CPF GP is the Manager of VBC 4 and has the power to vote and dispose of the Issuer's securities held by VBC 4.