Sec Form 3 Filing - Leavitt Equity Partners II, L.P. @ P3 Health Partners Inc. - 2021-12-03

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 Leavitt Equity Partners II, L.P. 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) 299 SOUTH MAIN STREET, SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2021 (Street) SALT LAKE CITY, UT84111 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 V Common Stock( 1 )( 2 ) 7,505,383 D( 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( 1 )( 2 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 7,505,383 D( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Leavitt Equity Partners II, L.P. 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY, UT84111 X Leavitt Equity Partners II, LLC 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY, UT84111 X LEP Management LLC 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY, UT84111 X LEAVITT LEGACY, LLC 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY, UT84111 X LEAVITT TAYLOR S. 299 SOUTH MAIN STREET SUITE 2300 SALT LAKE CITY, UT84111 X Signatures Leavitt Equity Partners II, L.P.,By: /s/ Taylor Leavitt, authorized signatory 09/12/2022 Signature of Reporting Person Date Leavitt Equity Partners II, LLC,By: /s/ Taylor Leavitt, authorized signatory 09/12/2022 Signature of Reporting Person Date LEP Management, LLC,By: /s/ Taylor Leavitt, authorized signatory 09/12/2022 Signature of Reporting Person Date Leavitt Legacy, LLC,By: /s/ Taylor Leavitt, authorized signatory 09/12/2022 Signature of Reporting Person Date /s/ Taylor Leavitt 09/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 6,829,023 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. ( 2 )Includes an aggregate of 676,360 P3 LLC Units and shares of Class V 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. ( 3 )The shares of Class V Common Stock and the P3 LLC Units are held directly by Leavitt Equity Partners II, L.P. ("LEP LP"). Leavitt Equity Partners II, LLC ("LEP LLC") is the general partner of LEP LP. Leavitt Legacy, LLC ("Legacy") is the controlling manager of LEP LLC. LEP Management, LLC ("LEP Management"), a wholly owned subsidiary of Legacy, manages LEP LP under appointment by LEP LLC. As a result, Legacy has the power to vote and dispose all the securities of the Issuer held by LEP LP. Taylor Leavitt is the sole owner of Legacy. Each of Mr. Leavitt, LEP LLC, Legacy, and LEP Management disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein. ( 4 )The P3 LLC Units held by the reporting persons 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.

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