Chicago Pacific Founders UGP III, LLC 4
4 · P3 Health Partners Inc. · Filed Jun 6, 2025
Insider Transaction Report
Form 4
Transactions
- Purchase
Warrants to Purchase Class A Common Stock
2025-06-04+1,428,129→ 1,428,129 total(indirect: See Footnote)Exercise: $10.34→ Class A Common Stock (1,428,129 underlying)
Footnotes (6)
- [F1]On February 13, 2025, P3 Health Group, LLC ("P3 LLC"), a subsidiary of P3 Health Partners Inc. (the "Issuer"), entered into a financing transaction with VBC Growth SPV 4, LLC, a Delaware limited liability company ("VBC 4"), consisting of an unsecured promissory note and warrants to purchase 1,428,129 shares of Class A Common Stock ("Common Stock") of the Issuer. The Issuer's shareholders approved the issuance of the Common Stock underlying such warrants on June 4, 2025.
- [F2]On April 11, 2025, the Issuer effected a 1-for-50 reverse stock split of the Issuer's issued and outstanding Common Stock. All amounts reported in this Form 4 have been adjusted to reflect the number of securities issued on an as-adjusted basis.
- [F3]The warrants to purchase Common Stock are exercisable for a whole number of shares of Common Stock at any time (as described in the warrant agreement previously filed by the Issuer with the SEC).
- [F4]The warrants and the right to purchase shares of Common Stock upon the exercise of the warrants will terminate on February 13, 2032.
- [F5]The warrants were issued in connection with a $30 million promissory note issued on February 13, 2025 by P3 LLC to VBC 4, all of which was previously disclosed by the Issuer upon issuance of the warrants and note.
- [F6]Chicago Pacific Founders UGP III, LLC is the general partner of Chicago Pacific Founders GP III, LP ("CPF GP"). CPF GP is the Manager of VBC 4 and has the power to vote and dispose of the Issuer's securities held by VBC 4.