4/A//SEC Filing
Kazarian Gregory N. 4/A
Accession 0001104659-22-023982
CIK 0001832511other
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 8:11 PM ET
Size
13.7 KB
Accession
0001104659-22-023982
Insider Transaction Report
Form 4/AAmended
Kazarian Gregory N.
Director
Transactions
- Award
Common Units
2021-12-03+471,064→ 471,064 total(indirect: By Trust)→ Class A Common Stock (471,064 underlying) - Award
Class V Common Stock
2021-12-03$47.11/sh+471,064$22,191,825→ 471,064 total(indirect: By Trust) - Award
Class V Common Stock
2021-12-03$70.66/sh+706,595$49,928,003→ 706,595 total - Award
Common Units
2021-12-03+706,595→ 706,595 total→ Class A Common Stock (706,595 underlying)
Footnotes (5)
- [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 102,785 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]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.
- [F5]These securities are held by the Kazarian 2020 Irrevocable Trust, a trust for which the reporting person's spouse serves as trustee.
Documents
Issuer
P3 Health Partners Inc.
CIK 0001832511
Entity typeother
Related Parties
1- filerCIK 0001492118
Filing Metadata
- Form type
- 4/A
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 8:11 PM ET
- Size
- 13.7 KB