0001104659-21-147358.txt : 20211207 0001104659-21-147358.hdr.sgml : 20211207 20211207211606 ACCESSION NUMBER: 0001104659-21-147358 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: Abdou Sherif CENTRAL INDEX KEY: 0001890129 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 211477440 MAIL ADDRESS: STREET 1: C/O P3 HEALTH GROUP HOLDINGS, LLC STREET 2: 2370 CORPORATE CIRCLE, SUITE 300 CITY: HENDERSON STATE: NV ZIP: 89074 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 tm2134662-6_4seq.xml OWNERSHIP DOCUMENT X0306 4 2021-12-03 0 0001832511 P3 Health Partners Inc. PIII 0001890129 Abdou Sherif C/O P3 HEALTH PARTNERS INC. 2370 CORPORATE CIRCLE, SUITE 300 HENDERSON NV 89074 1 1 1 0 Chief Executive Officer Class V Common Stock 2021-12-03 4 A 0 9626075 962.61 A 9626075 I By NA 2021 GRAT Class V Common Stock 2021-12-03 4 A 0 3058479 305.85 A 3058479 I By NA 2021 Trust Class V Common Stock 2021-12-03 4 A 0 1408437 140.84 A 1408437 I By NA Charitable Trust Class V Common Stock 2021-12-03 4 A 0 9626075 962.61 A 9626075 I By SA 2021 GRAT Class V Common Stock 2021-12-03 4 A 0 3058479 305.85 A 3058479 I By SA 2021 Trust Class V Common Stock 2021-12-03 4 A 0 1408437 140.84 A 1408437 I By SA Charitable Trust Common Units 2021-12-03 4 A 0 9626075 A Class A Common Stock 9626075 9626075 I By NA 2021 GRAT Common Units 2021-12-03 4 A 0 3058479 A Class A Common Stock 3058479 3058479 I By NA 2021 Trust Common Units 2021-12-03 4 A 0 1408437 A Class A Common Stock 1408437 1408437 I By NA Charitable Trust Common Units 2021-12-03 4 A 0 9626075 A Class A Common Stock 9626075 9626075 I By SA 2021 GRAT Common Units 2021-12-03 4 A 0 3058479 A Class A Common Stock 3058479 3058479 I By SA 2021 Trust Common Units 2021-12-03 4 A 0 1408437 A Class A Common Stock 1408437 1408437 I By SA Charitable 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 906,068 shares of Class V common stock and 906,068 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. These securities are held by the NA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees. 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. Includes 287,883 shares of Class V common stock and 287,883 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. These securities are held by the NA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees. Includes 132,571 shares of Class V common stock and 132,571 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. These securities are held by the NA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries. These securities are held by the SA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees. These securities are held by the SA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees. These securities are held by the SA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries. /s/ Jessica Puathasnanon, as attorney-in-fact 2021-12-07