P3 Health Partners Inc.

09/10/2024 | Press release | Distributed by Public on 09/10/2024 15:54

Amendment to Statement of Changes in Beneficial Ownership - Form 4/A

Ownership Submission
FORM 4/A
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Chicago Pacific Founders UGP III, LLC
2. Issuer Name and Ticker or Trading Symbol
P3 Health Partners Inc. [PIII] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
980 NORTH MICHIGAN AVENUE, , SUITE 1998
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
CHICAGO IL 60611
4. If Amendment, Date Original Filed(Month/Day/Year)
2023-05-30 		6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chicago Pacific Founders UGP III, LLC
980 NORTH MICHIGAN AVENUE,
SUITE 1998
CHICAGO, IL60611
X
Chicago Pacific Founders GP III, L.P.
980 NORTH MICHIGAN AVENUE,
SUITE 1998
CHICAGO, IL60611
X
CPF III PT SPV, LLC
980 NORTH MICHIGAN AVENUE,
SUITE 1998
CHICAGO, IL60611
X
CPF III-A PT SPV, LLC
980 NORTH MICHIGAN AVENUE,

CHICAGO, IL60611
X

Signatures

Chicago Pacific Founders UGP III, LLC, /s/ Michael J. Wilson, authorized signatory 2024-09-10
**Signature of Reporting Person Date
Chicago Pacific Founders GP III, L.P., /s/ Michael J. Wilson, authorized signatory 2024-09-10
**Signature of Reporting Person Date
CPF III PT SPV, LLC, /s/ Michael J. Wilson, authorized signatory 2024-09-10
**Signature of Reporting Person Date
CPF III-A PT SPV, LLC, /s/ Michael J. Wilson, authorized signatory 2024-09-10
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On May 30, 2023, the reporting person filed a Form 4 which inadvertently omitted 157,416 shares and resulted in an incorrect number of shares in Column 5 of Table I. The omission effected the number of shares reported in Column 5 of Table I of each of the reporting person's subsequent filings on Form 4.
(2) Chicago Pacific Founders UGP, III LLC ("UGP III") is the general partner of Chicago Founders GP III, LP ("GP III"), the general partner of each of SPV III and SPV III -A. As a result, UGP III has the power to vote and dispose of the Issuer's securities held by SPV III and SPV III -A (the "Underlying Securities"). Each of UGP III and GP III disclaims beneficial ownership for the amount in excess of their pecuniary interest in the Underlying Securities.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.