0001140361-22-033081.txt : 20220912 0001140361-22-033081.hdr.sgml : 20220912 20220912165849 ACCESSION NUMBER: 0001140361-22-033081 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211203 FILED AS OF DATE: 20220912 DATE AS OF CHANGE: 20220912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leavitt Equity Partners II, L.P. CENTRAL INDEX KEY: 0001720920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 221239117 BUSINESS ADDRESS: STREET 1: 299 SOUTH MAIN STREET SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 801-538-5082 MAIL ADDRESS: STREET 1: 299 SOUTH MAIN STREET SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEAVITT LEGACY, LLC CENTRAL INDEX KEY: 0001943292 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 221239114 BUSINESS ADDRESS: STREET 1: 299 SOUTH MAIN STREET, SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: (801) 538-5082 MAIL ADDRESS: STREET 1: 299 SOUTH MAIN STREET, SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEAVITT TAYLOR S. CENTRAL INDEX KEY: 0001943539 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 221239113 MAIL ADDRESS: STREET 1: 299 SOUTH MAIN STREET, SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leavitt Equity Partners II, LLC CENTRAL INDEX KEY: 0001943295 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 221239116 BUSINESS ADDRESS: STREET 1: 299 SOUTH MAIN STREET SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: (801) 538-5082 MAIL ADDRESS: STREET 1: 299 SOUTH MAIN STREET SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEP Management LLC CENTRAL INDEX KEY: 0001943311 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 221239115 BUSINESS ADDRESS: STREET 1: 299 SOUTH MAIN STREET, SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: (801) 538-5082 MAIL ADDRESS: STREET 1: 299 SOUTH MAIN STREET, SUITE 2300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 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 3 1 form3.xml FORM 3 X0206 3 2021-12-03 0 0001832511 P3 Health Partners Inc. PIII 0001720920 Leavitt Equity Partners II, L.P. 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY UT 84111 true 0001943295 Leavitt Equity Partners II, LLC 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY UT 84111 true 0001943311 LEP Management LLC 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY UT 84111 true 0001943292 LEAVITT LEGACY, LLC 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY UT 84111 true 0001943539 LEAVITT TAYLOR S. 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY UT 84111 true Class V Common Stock 7505383 D P3 LLC Units Class A Common Stock 7505383 D 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. 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. 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. 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. Leavitt Equity Partners II, L.P., By: /s/ Taylor Leavitt, authorized signatory 2022-09-12 Leavitt Equity Partners II, LLC, By: /s/ Taylor Leavitt, authorized signatory 2022-09-12 LEP Management, LLC, By: /s/ Taylor Leavitt, authorized signatory 2022-09-12 Leavitt Legacy, LLC, By: /s/ Taylor Leavitt, authorized signatory 2022-09-12 /s/ Taylor Leavitt 2022-09-12