Sec Form 4 Filing - Chicago Pacific Founders UGP III, LLC @ P3 Health Partners Inc. - 2024-12-12

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chicago Pacific Founders UGP III, LLC 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) (Last) (First) (Middle) 980 NORTH MICHIGAN AVENUE,, SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2024 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant to Purchase Class A Common Stock $ 0.2137 12/12/2024 P( 1 ) 71,406,480 ( 2 ) ( 3 ) Class A Common Stock 71,406,480 $ 0 ( 4 ) 71,406,480 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chicago Pacific Founders UGP III, LLC 980 NORTH MICHIGAN AVENUE, SUITE 1900 CHICAGO, IL60611 X Chicago Pacific Founders GP III, L.P. 980 NORTH MICHIGAN AVENUE, SUITE 1900 CHICAGO, IL60611 X Signatures Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory 01/31/2025 Signature of Reporting Person Date Chicago Pacific Founders GP III, L.P., /s/ Michael Wilson, authorized signatory 01/31/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 12, 2024, P3 Health Group, LLC ("P3 LLC"), a subsidiary of P3 Health Partners Inc. (the "Issuer"), entered into a financing transaction with VBC Growth SPV 3, LLC, a Delaware limited liability company ("VBC"), consisting of an unsecured promissory note and warrants to purchase 71,406,480 shares of Class A Common Stock of the Issuer to VBC. ( 2 )Exercisable immediately. ( 3 )The warrants and the right to purchase securities upon the exercise of the warrants will terminate upon the earliest to occur of the following: (a) December 12, 2031; and (b) the consummation of (i) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Issuer's or P3 LLC's property or business or the Issuer's or P3 LLC's merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer or P3 LLC is disposed of. ( 4 )The warrants were issued in connection with a promissory note issued by the P3 LLC to VBC providing for a financing in several tranches up to an aggregate of $25 million. ( 5 )Chicago Pacific Founders UGP III, LLC ("UGP") is the general partner of Chicago Pacific Founders GP III, LP, the Manager of VBC which has the power to vote and dispose of the Issuer's securities held by VBC. Affiliates of VBC also own a 66.81% member interest in VBC.

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).

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