0001104659-22-023982.txt : 20220215 0001104659-22-023982.hdr.sgml : 20220215 20220215201131 ACCESSION NUMBER: 0001104659-22-023982 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211203 FILED AS OF DATE: 20220215 DATE AS OF CHANGE: 20220215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kazarian Gregory N. CENTRAL INDEX KEY: 0001492118 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 22641060 MAIL ADDRESS: STREET 1: ACCRETIVE HEALTH, INC. STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 2700 CITY: CHICAGO STATE: IL ZIP: 60611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: P3 Health Partners Inc. CENTRAL INDEX KEY: 0001832511 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 852992794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2045 W GRAND AVE STE B STREET 2: PMB # 82152 CITY: CHICAGO STATE: IL ZIP: 60612-1577 BUSINESS PHONE: 312-822-8897 MAIL ADDRESS: STREET 1: 2045 W GRAND AVE STE B STREET 2: PMB # 82152 CITY: CHICAGO STATE: IL ZIP: 60612-1577 FORMER COMPANY: FORMER CONFORMED NAME: Foresight Acquisition Corp. DATE OF NAME CHANGE: 20201116 4/A 1 tm226719-2_4aseq1.xml OWNERSHIP DOCUMENT X0306 4/A 2021-12-03 2021-12-07 0 0001832511 P3 Health Partners Inc. PIII 0001492118 Kazarian Gregory N. C/O P3 HEALTH PARTNERS INC. 2370 CORPORATE CIRCLE, SUITE 300 HENDERSON, NV 89074 1 0 0 0 Class V Common Stock 2021-12-03 4 A 0 706595 70.66 A 706595 D Class V Common Stock 2021-12-03 4 A 0 471064 47.11 A 471064 I By Kazarian 2020 Irrevocable Trust Common Units 2021-12-03 4 A 0 706595 A Class A Common Stock 706595 706595 D Common Units 2021-12-03 4 A 0 471064 A Class A Common Stock 471064 471064 I By Kazarian 2020 Irrevocable Trust Upon the redemption of any Common Units (as defined below), a number of shares of Class V Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. Includes 102,785 shares of Class V common stock and 102,785 Common Units of P3 Health Group, LLC 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 (as defined below). 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 person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common 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. The Common Units are redeemable at any time by the reporting person 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 Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class V Common Stock of the Issuer equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. These securities are held by the Kazarian 2020 Irrevocable Trust, a trust for which the reporting person's spouse serves as trustee. This Form 4/A amends the Form 4 filed by the reporting person on December 7, 2021 to reflect that 471,064 shares of Class V common stock and 471,064 Common Units are held directly by a trust of which the reporting person's spouse serves as trustee, rather than directly by the reporting person. /s/ Jessica Puathasnanon, as attorney-in-fact 2022-02-15