Key facts
- This page summarizes Leavitt Equity Partners II, L.P.'s Form 3 filing for P3 Health Partners Inc. (PIII).
- 0 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 12 Sep 2022, 16:58.
Leavitt Equity Partners II, L.P. - 03 Dec 2021 Form 3 Insider Report for P3 Health Partners Inc. (PIII)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- PIII
- Reported as of
- 03 Dec 2021
- Net transaction value
- $0
- Reporting owner signature
- Leavitt Equity Partners II, L.P., By: /s/ Taylor Leavitt, authorized signatory
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
Leavitt Equity Partners II, L.P. filed Form 3 for P3 Health Partners Inc. (PIII) on 12 Sep 2022.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
PIII
holding
Class V Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 7,505,383
- Date
- 03 Dec 2021
- Ownership
- Direct
- Footnotes
- F1, F2, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
PIII
holding
Derivative
P3 LLC Units
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 03 Dec 2021
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 7,505,383
- Exercise price
- Footnotes
- F1, F2, F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 4 footnotes
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.