4//SEC Filing
Abdou Sherif 4
Accession 0001104659-21-147358
CIK 0001832511other
Filed
Dec 6, 7:00 PM ET
Accepted
Dec 7, 9:16 PM ET
Size
32.6 KB
Accession
0001104659-21-147358
Insider Transaction Report
Form 4
Abdou Sherif
DirectorChief Executive Officer10% Owner
Transactions
- Award
Class V Common Stock
2021-12-03$140.84/sh+1,408,437$198,364,267→ 1,408,437 total(indirect: By Trust) - Award
Common Units
2021-12-03+9,626,075→ 9,626,075 total(indirect: By NA 2021 GRAT)→ Class A Common Stock (9,626,075 underlying) - Award
Class V Common Stock
2021-12-03$305.85/sh+3,058,479$935,435,802→ 3,058,479 total(indirect: By Trust) - Award
Class V Common Stock
2021-12-03$305.85/sh+3,058,479$935,435,802→ 3,058,479 total(indirect: By Trust) - Award
Common Units
2021-12-03+1,408,437→ 1,408,437 total(indirect: By Trust)→ Class A Common Stock (1,408,437 underlying) - Award
Class V Common Stock
2021-12-03$962.61/sh+9,626,075$9,266,156,056→ 9,626,075 total(indirect: By NA 2021 GRAT) - Award
Class V Common Stock
2021-12-03$962.61/sh+9,626,075$9,266,156,056→ 9,626,075 total(indirect: By SA 2021 GRAT) - Award
Common Units
2021-12-03+3,058,479→ 3,058,479 total(indirect: By Trust)→ Class A Common Stock (3,058,479 underlying) - Award
Common Units
2021-12-03+9,626,075→ 9,626,075 total(indirect: By SA 2021 GRAT)→ Class A Common Stock (9,626,075 underlying) - Award
Common Units
2021-12-03+1,408,437→ 1,408,437 total(indirect: By Trust)→ Class A Common Stock (1,408,437 underlying) - Award
Class V Common Stock
2021-12-03$140.84/sh+1,408,437$198,364,267→ 1,408,437 total(indirect: By Trust) - Award
Common Units
2021-12-03+3,058,479→ 3,058,479 total(indirect: By Trust)→ Class A Common Stock (3,058,479 underlying)
Footnotes (12)
- [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.
- [F10]These securities are held by the SA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees.
- [F11]These securities are held by the SA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees.
- [F12]These securities are held by the SA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries.
- [F2]Includes 906,068 shares of Class V common stock and 906,068 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]These securities are held by the NA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees.
- [F5]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.
- [F6]Includes 287,883 shares of Class V common stock and 287,883 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.
- [F7]These securities are held by the NA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees.
- [F8]Includes 132,571 shares of Class V common stock and 132,571 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.
- [F9]These securities are held by the NA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries.
Documents
Issuer
P3 Health Partners Inc.
CIK 0001832511
Entity typeother
Related Parties
1- filerCIK 0001890129
Filing Metadata
- Form type
- 4
- Filed
- Dec 6, 7:00 PM ET
- Accepted
- Dec 7, 9:16 PM ET
- Size
- 32.6 KB