SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEAVITT LEGACY, LLC

(Last)

(First)

(Middle)

299 SOUTH MAIN STREET

SUITE 2300

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/06/2023		A		8,944,543⁽¹⁾	A	⁽¹⁾	8,944,543	I	By Leavitt Equity Partners III, L.P.
Class A Common Stock	04/06/2023		A		894,454⁽²⁾	A	⁽²⁾	894,454	I	By Leavitt Equity Partners II, L.P.
Class V Common Stock								3,758,130	I	Leavitt Equity Partners II, L.P.

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$1.13	04/06/2023		A		6,708,407⁽¹⁾		⁽³⁾	04/05/2028	Class A Common Stock	6,708,407	⁽¹⁾	6,708,407	I	By Leavitt Equity Partners III, L.P.
Warrant	$1.13	04/06/2023		A		670,841⁽²⁾		⁽³⁾	04/05/2028	Class A Common Stock	670,841	⁽²⁾	670,841	I	By Leavitt Equity Partners II, L.P.

1. Name and Address of Reporting Person^*

LEAVITT LEGACY, LLC

(Last)

(First)

(Middle)

299 SOUTH MAIN STREET

SUITE 2300

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Leavitt Equity Partners II, L.P.

(Last)

(First)

(Middle)

299 SOUTH MAIN STREET

SUITE 2300

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Leavitt Equity Partners II, LLC

(Last)

(First)

(Middle)

299 SOUTH MAIN STREET

SUITE 2300

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Leavitt Equity Partners III, L.P.

(Last)

(First)

(Middle)

299 SOUTH MAIN STREET

SUITE 2300

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Leavitt Equity Partners III, LLC

(Last)

(First)

(Middle)

299 SOUTH MAIN STREET

SUITE 2300

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEP Management LLC

(Last)

(First)

(Middle)

299 SOUTH MAIN STREET

SUITE 2300

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEAVITT TAYLOR S.

(Last)

(First)

(Middle)

299 SOUTH MAIN STREET

SUITE 2300

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported securities were issued in connection with the Issuer's sale of 8,944,543 Units purchased by the Reporting Person for $1.1938 per Unit. Each Unit consists of (i) one share of Class A Common Stock and (ii) 0.75 of a warrant to purchase one share of Class A Common Stock.

2. The reported securities were issued in connection with the Issuer's sale of 894,454 Units purchased by the Reporting Person for $1.1938 per Unit. Each Unit consists of (i) one share of Class A Common Stock and (ii) 0.75 of a warrant to purchase one share of Class A Common Stock.

3. Exercisable Immediately.

Remarks:

	Leavitt Legacy, LLC, By: /s/ Taylor Leavitt, authorized signatory	04/19/2023
	Leavitt Equity Partners II, L.P., By: /s/ Taylor Leavitt, authorized signatory	04/19/2023
	Leavitt Equity Partners II, LLC, By: /s/ Taylor Leavitt, authorized signatory	04/19/2023
	Leavitt Equity Partners III, L.P., By: /s/ Taylor Leavitt, authorized signatory	04/19/2023
	Leavitt Equity Partners III, LLC, By: /s/ Taylor Leavitt, authorized signatory	04/19/2023
	LEP Management, LLC, By: /s/ Taylor Leavitt, authorized signatory	04/19/2023
	/s/ Taylor Leavitt	04/19/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Leavitt Legacy, Llc