Sec Form 3/A Filing - Chicago Pacific Founders UGP, LLC @ P3 Health Partners Inc. - 2021-12-03

FORM 3/A 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, 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) 12/03/2021 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 12/03/2021 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 )( 2 ) 8,732,517 I See Footnote( 3 ) Class V Common Stock( 2 )( 3 ) 91,269,317 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 P3 LLC Units ( 4 ) ( 5 ) ( 5 ) Class A Common Stock 91,269,317 I( 5 ) See Footnote( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chicago Pacific Founders UGP, LLC 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO, IL60611 X Chicago Pacific Founders GP, L.P. 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO, IL60611 X CHICAGO PACIFIC FOUNDERS FUND, L.P. 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO, IL60611 X CHICAGO PACIFIC FOUNDERS FUND-A, L.P. 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO, IL60611 X CHICAGO PACIFIC FOUNDERS FUND-B, L.P. 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO, IL60611 X Signatures Chicago Pacific Founders UGP, LLC, /s/ Michael Wilson, authorized signatory 12/13/2021 Signature of Reporting Person Date Chicago Pacific Founders GP, L.P., /s/ Michael Wilson, authorized signatory 12/13/2021 Signature of Reporting Person Date Chicago Pacific Founders Fund, L.P., /s/ Michael Wilson, authorized signatory 12/13/2021 Signature of Reporting Person Date Chicago Pacific Founders Fund-A, L.P., /s/ Michael Wilson, authorized signatory 12/13/2021 Signature of Reporting Person Date Chicago Pacific Founders Fund B, L.P., /s/ Michael Wilson, authorized signatory 12/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes an aggregate of 732,291 shares of Class A Common Stock, 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). ( 2 )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 persons received an aggregate of 91,269,317 Common Units of P3 Health Group, LLC, a direct subsidiary of the Issuer (the "P3 LLC Units"), as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of P3 LLC 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. Each share of Class V Common Stock has the same voting rights as a share of Class A Common Stock, but no economic rights. ( 3 )Chicago Pacific Founders Fund LP ("Fund LP") directly holds 89,183,984 of these shares of Class V Common Stock and the associated P3 LLC Units, and Chicago Pacific Founders GP, L.P. ("Founders GP") directly holds 2,085,333 of these shares of Class V Common Stock and the associated P3 LLC Units. Founders GP is the general partner of Fund LP. Chicago Pacific Founders UGP, LLC ("Founders UGP"), the general partner of Founders GP, has the power to vote and dispose the P3 LLC Units held directly by each of Founders GP and Fund LP. Includes an aggregate of 8,224,897 P3 LLC Units and the associated Class V Common Stock being held in escrow following the business combination until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement. ( 4 )Represents 2,778,931 shares of Class A Common Stock held by Chicago Pacific Founders Fund-A, L.P., and 5,953,586 shares of Class A Common Stock held by Chicago Pacific Founders Fund-B, L.P. Founders GP is general partner of each of Chicago Pacific Founders Fund-A, L.P. and Chicago Pacific Founders Fund-B, L.P. The general partner of Founders GP is Founders UGP. As a result, Founders UGP has the power to vote and dispose all the securities of the Issuer held by each of Fund-A and Fund-B. ( 5 )The P3 LLC Units are redeemable at any time by the reporting persons 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 P3 LLC Unit redeemed. Upon the redemption of any P3 LLC Units, a number of shares of Class V Common Stock of the Issuer equal to the number of P3 LLC Units that are redeemed will be cancelled by the Issuer for no consideration.

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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