Sec Form 3 Filing - Chicago Pacific Founders UGP III, LLC @ P3 Health Partners Inc. - 2023-04-06

FORM 3 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. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 980 NORTH MICHIGAN AVENUE, SUITE 1998 3. Date of Earliest Transaction (MM/DD/YY) 04/06/2023 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock ( 1 ) 48,012,605 ( 2 ) I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Purchase Warrant $ 1.13 ( 4 ) ( 5 ) Class A Common Stock 43,351,382 ( 7 ) I See Footnote ( 3 ) Pre-Funded Common Stock Purchase Warrant $ 0.0001 ( 4 ) ( 6 ) Class A Common Stock 9,789,237 ( 8 ) I See Footnote ( 3 )

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, SUITE 1998 CHICAGO, IL60611 X Signatures Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory 05/01/2023 Signature of Reporting Person Date Chicago Pacific Founders GP III, L.P., /s/ Michael Wilson, authorized signatory 05/01/2023 Signature of Reporting Person Date CPF III PT SPV, LLC, /s/ Michael Wilson, authorized signatory 05/01/2023 Signature of Reporting Person Date CPF III-A PT SPV, LLC, /s/ Michael Wilson, authorized signatory 05/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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