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

Reporting relationship: 10%+ Owner
Issuer ticker: PIII
Reported as of: 04 Jun 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 06 Jun 2025, 16:07:13 UTC
Prior SEC filing: 31 Jan 2025
Source filing: View source filing
Reporting owner signature: Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory

Key filing fact

Chicago Pacific Founders UGP III, LLC filed Form 4 for P3 Health Partners Inc. (PIII) on 06 Jun 2025.

Key facts

This page summarizes Chicago Pacific Founders UGP III, LLC's Form 4 filing for P3 Health Partners Inc. (PIII).
1 reported transaction and 1 derivative row are listed below.
Accepted by SEC: 06 Jun 2025, 16:07.

Change

Previous filing in this sequence was filed on 31 Jan 2025.
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

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (2)

CIK 0001975658 Primary reporting owner

Chicago Pacific Founders UGP III, LLC

Relationship: 10%+ Owner
Address: 980 NORTH MICHIGAN AVENUE,, SUITE 1900, CHICAGO
Signature: Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory
Signature date: 06 Jun 2025

CIK 0001975828

Chicago Pacific Founders GP III, L.P.

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

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PIII transaction Derivative

Warrants to Purchase Class A Common Stock

Purchase

Transaction value: $0
Shares: +1,428,129
Change %
Price: $0.000000
Shares after: 1,428,129
Date: 04 Jun 2025
Ownership: See Footnote
Underlying class: Class A Common Stock
Underlying amount: 1,428,129
Exercise price: $10.34
Footnotes: F1, F2, F3, F4, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote 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).

Footnote F4

The warrants and the right to purchase shares of Common Stock upon the exercise of the warrants will terminate on February 13, 2032.

Footnote 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.

Footnote 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.