0000899243-23-012013.txt : 20230502 0000899243-23-012013.hdr.sgml : 20230502 20230502184516 ACCESSION NUMBER: 0000899243-23-012013 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230406 FILED AS OF DATE: 20230502 DATE AS OF CHANGE: 20230502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CPF III PT SPV, LLC CENTRAL INDEX KEY: 0001975601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 23881026 BUSINESS ADDRESS: STREET 1: 980 NORTH MICHIGAN AVENUE STREET 2: SUITE 1998 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 273-4750 MAIL ADDRESS: STREET 1: 980 NORTH MICHIGAN AVENUE STREET 2: SUITE 1998 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CPF III-A PT SPV, LLC CENTRAL INDEX KEY: 0001975600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 23881025 BUSINESS ADDRESS: STREET 1: 980 NORTH MICHIGAN AVENUE STREET 2: SUITE 1998 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 273-4750 MAIL ADDRESS: STREET 1: 980 NORTH MICHIGAN AVENUE STREET 2: SUITE 1998 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chicago Pacific Founders GP III, L.P. CENTRAL INDEX KEY: 0001975828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 23881027 BUSINESS ADDRESS: STREET 1: 980 NORTH MICHIGAN AVENUE STREET 2: SUITE 1998 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 273-4750 MAIL ADDRESS: STREET 1: 980 NORTH MICHIGAN AVENUE STREET 2: SUITE 1998 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chicago Pacific Founders UGP III, LLC CENTRAL INDEX KEY: 0001975658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40033 FILM NUMBER: 23881028 BUSINESS ADDRESS: STREET 1: 980 NORTH MICHIGAN AVENUE STREET 2: SUITE 1998 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 273-4750 MAIL ADDRESS: STREET 1: 980 NORTH MICHIGAN AVENUE STREET 2: SUITE 1998 CITY: CHICAGO STATE: IL ZIP: 60611 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 doc3.xml FORM 3 SUBMISSION X0206 3 2023-04-06 0 0001832511 P3 Health Partners Inc. PIII 0001975658 Chicago Pacific Founders UGP III, LLC 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO IL 60611 0 0 1 0 0001975828 Chicago Pacific Founders GP III, L.P. 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO IL 60611 0 0 1 0 0001975601 CPF III PT SPV, LLC 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO IL 60611 0 0 1 0 0001975600 CPF III-A PT SPV, LLC 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO IL 60611 0 0 1 0 Class A Common Stock 48012605 I See Footnote Common Stock Purchase Warrant 1.13 Class A Common Stock 43351382 I See Footnote Pre-Funded Common Stock Purchase Warrant 0.0001 Class A Common Stock 9789237 I See Footnote On April 6, 2023, P3 Health Partners Inc. (the "Issuer") issued units to CPF III PT SPV, LLC ("SPV III") and CPF III-A PT SPV, LLC ("SPV III-A") at a price of $1.1180 per unit. Each unit consists of one share of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), and 0.75 of a warrant ("Common Warrants") to purchase one share of Common Stock at an exercise price of $1.13. Each of SPV III and SPV III-A elected to receive pre-funded warrants ("Pre-Funded Warrants", and together with Common Warrants, the "Warrants") to purchase Common Stock in lieu of a portion of their Common Stock. Includes (i) 37,041,039 shares of Common Stock directly acquired by SPV III, and (ii) 10,971,566 shares of Common Stock directly acquired by SPV III-A. Chicago Pacific Founders UGP III, LLC ("UGP III") is the general partner of Chicago Founders GP III, LP ("GP III"), the manager 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. Exercisable immediately, provided that the Reporting Person may not exercise any portion of any Warrant, which, upon giving effect or immediately prior to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Person (together with its affiliates) to exceed 49.99% of the number of shares of Common Stock issued and outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. The Common Warrants and the right to purchase securities upon the exercise of the Common Warrants will terminate upon the earliest to occur of the following: (i) April 6, 2028; and (ii) the consummation of (A) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Issuer's property or business or the Issuer's merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (B) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer is disposed of and the proceeds thereof are paid to then-existing stockholders of the Issuer. The Pre-Funded Warrants and the right to purchase securities upon the exercise of the Pre-Funded Warrants will terminate upon the consummation of (A) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Issuer's property or business or the Issuer's merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (B) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer is disposed of and the proceeds thereof are paid to then-existing stockholders of the Issuer. Includes (i) 33,444,972 shares of Common Stock issuable upon exercise of Common Warrants directly acquired by SPV III, and (ii) 9,906,410 shares of Common Stock issuable upon exercise of Common Warrants directly acquired by SPV III-A. Includes (i) 7,552,257 shares of Common Stock issuable upon exercise of Pre-Funded Warrants directly acquired by SPV III, and (ii) 2,236,980 shares of Common Stock issuable upon exercise of Pre-Funded Warrants acquired by SPV III-A. Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory 2023-05-01 Chicago Pacific Founders GP III, L.P., /s/ Michael Wilson, authorized signatory 2023-05-01 CPF III PT SPV, LLC, /s/ Michael Wilson, authorized signatory 2023-05-01 CPF III-A PT SPV, LLC, /s/ Michael Wilson, authorized signatory 2023-05-01