4//SEC Filing
Price Thomas Edmunds 4
Accession 0001104659-21-147364
CIK 0001832511other
Filed
Dec 6, 7:00 PM ET
Accepted
Dec 7, 9:21 PM ET
Size
9.1 KB
Accession
0001104659-21-147364
Insider Transaction Report
Form 4
Price Thomas Edmunds
Director
Transactions
- Award
Common Units
2021-12-03+1,177,659→ 1,177,659 total→ Class A Common Stock (1,177,659 underlying) - Award
Class V Common Stock
2021-12-03$117.77/sh+1,177,659$138,692,900→ 1,177,659 total
Footnotes (4)
- [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.
- [F2]Includes 102,785 shares of Class V common stock and 102,786 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). Also includes 134,359 shares of restricted Class V common stock and 134,359 restricted Common Units that vest on January 1, 2022.
- [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]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.
Documents
Issuer
P3 Health Partners Inc.
CIK 0001832511
Entity typeother
Related Parties
1- filerCIK 0001804153
Filing Metadata
- Form type
- 4
- Filed
- Dec 6, 7:00 PM ET
- Accepted
- Dec 7, 9:21 PM ET
- Size
- 9.1 KB