4//SEC Filing
Chicago Pacific Founders UGP, LLC 4
Accession 0001062993-22-024411
CIK 0001832511other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 4:25 PM ET
Size
8.8 KB
Accession
0001062993-22-024411
Insider Transaction Report
Form 4
Chicago Pacific Founders UGP, LLC
10% Owner
Transactions
- Purchase
Warrant to Purchase Class A Common Stock
2022-12-13+429,180→ 429,180 total(indirect: See Footnote)Exercise: $4.26→ Class A Common Stock (429,180 underlying)
Chicago Pacific Founders GP, L.P.
10% Owner
Transactions
- Purchase
Warrant to Purchase Class A Common Stock
2022-12-13+429,180→ 429,180 total(indirect: See Footnote)Exercise: $4.26→ Class A Common Stock (429,180 underlying)
Footnotes (5)
- [F1]On December 13, 2022, P3 Health Partners Inc. (the "Issuer") issued warrants to purchase 429,180 shares of Class A Common Stock to VBC Growth SPV LLC, a Delaware limited liability company ("VBC").
- [F2]Exercisable immediately.
- [F3]The warrants and the right to purchase securities upon the exercise of the warrants will terminate upon the earliest to occur of the following: (a) December 13, 2027; and (b) the consummation of (i) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Issuer's or P3 LLC's property or business or the Issuer's or P3 LLC's merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer or P3 LLC is disposed of.
- [F4]The warrants were issued in connection with a promissory note issued by the Issuer to VBC providing for a financing in several tranches up to an aggregate of $40 million.
- [F5]Chicago Pacific Founders UGP, LLC ("UGP") is the general partner of Chicago Founders GP, LP, the general partner of CPF VBC Growth Aggregator, L.P., the sole manager of VBC. As a result, UGP controls VBC and has the power to vote and dispose of the Issuer's securities held by VBC. Affiliates of VBC also own a 66.81% member interest in VBC.
Issuer
P3 Health Partners Inc.
CIK 0001832511
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001897558
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 4:25 PM ET
- Size
- 8.8 KB