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