0001104659-21-147364.txt : 20211207
0001104659-21-147364.hdr.sgml : 20211207
20211207212132
ACCESSION NUMBER: 0001104659-21-147364
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211203
FILED AS OF DATE: 20211207
DATE AS OF CHANGE: 20211207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Price Thomas Edmunds
CENTRAL INDEX KEY: 0001804153
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40033
FILM NUMBER: 211477455
MAIL ADDRESS:
STREET 1: 3360 MARTIN FARM ROAD
STREET 2: SUITE 100
CITY: SUWANEE
STATE: GA
ZIP: 30024
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
1
tm2134662d13_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-12-03
0
0001832511
P3 Health Partners Inc.
PIII
0001804153
Price Thomas Edmunds
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
1177659
117.77
A
1177659
D
Common Units
2021-12-03
4
A
0
1177659
A
Class A Common Stock
1177659
1177659
D
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 102,786 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). Also includes 134,359 shares of restricted Class V common stock and 134,359 restricted Common Units that vest on January 1, 2022.
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.
/s/ Jessica Puathasnanon, as attorney-in-fact
2021-12-07