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