Sec Form 4 Filing - Chicago Pacific Founders UGP III, LLC @ P3 Health Partners Inc. - 2023-08-24

FORM 4 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) 08/24/2023 (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 08/24/2023 P 90,000 ( 1 ) A $ 1.5002 48,945,442 I See Footnote ( 3 ) Class A Common Stock 08/25/2023 P 90,000 ( 2 ) A $ 1.4375 49,035,442 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

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 Wilson, authorized signatory 08/28/2023 Signature of Reporting Person Date Chicago Pacific Founders GP III, L.P., /s/ Michael Wilson, authorized signatory 08/28/2023 Signature of Reporting Person Date CPF III PT SPV, LLC, /s/ Michael Wilson, authorized signatory 08/28/2023 Signature of Reporting Person Date CPF III-A PT SPV, LLC, /s/ Michael Wilson, authorized signatory 08/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 69,433.68 ?shares of Common Stock directly acquired by CPF III PT SPV, LLC ("SPV III") and (ii) ?20,566.32 shares of Common Stock directly acquired by CPF III PT SPV-A, LLC ("SPV-A III"). ( 2 )Includes (i) 69,433.68 shares of Common Stock directly acquired by SPV III, and (ii) ?20,566.32 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 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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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