4//SEC Filing
Bacchus Amir 4
Accession 0001104659-21-147361
CIK 0001832511other
Filed
Dec 6, 7:00 PM ET
Accepted
Dec 7, 9:18 PM ET
Size
13.8 KB
Accession
0001104659-21-147361
Insider Transaction Report
Form 4
Bacchus Amir
DirectorChief Medical Officer
Transactions
- Award
Class V Common Stock
2021-12-03$1503.25/sh+15,032,528$22,597,647,716→ 15,032,528 total - Award
Common Units
2021-12-03+15,032,528→ 15,032,528 total→ Class A Common Stock (15,032,528 underlying) - Award
Common Units
2021-12-03+3,758,130→ 3,758,130 total(indirect: By LLC)→ Class A Common Stock (3,758,130 underlying) - Award
Class V Common Stock
2021-12-03$375.81/sh+3,758,130$1,412,342,835→ 3,758,130 total(indirect: By LLC)
Footnotes (6)
- [F1]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.
- [F2]Includes 1,414,959 shares of Class V common stock and 1,414,959 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).
- [F3]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.
- [F4]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.
- [F5]Includes 353,739 shares of Class V common stock and 353,739 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.
- [F6]These shares are held directly by Charlee Co LLC, an entity for which the reporting person serves as managing member.
Documents
Issuer
P3 Health Partners Inc.
CIK 0001832511
Entity typeother
Related Parties
1- filerCIK 0001890100
Filing Metadata
- Form type
- 4
- Filed
- Dec 6, 7:00 PM ET
- Accepted
- Dec 7, 9:18 PM ET
- Size
- 13.8 KB