CPF III-A PT SPV, LLC's Form 4/A amendment
AmendedP3 Health Partners Inc. (PIII) · filed Oct 4, 2023
- Accession no.
- 0001062993-23-018941
- Filed
- Oct 4, 2023, 8:18 AM ET
- Trade date
- Sep 11-13, 2023
- Filing delay
- 23 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Sep 13, 2023
This filing lists 3 non-derivative transactions. Open-market purchases total $685.0K. It was filed 23 days after the trade.
This filing was later replaced by the amendment 0001213900-24-077451 (Sep 10, 2024). Trade tables on this site use the amended version.
This amendment replaces 0001062993-23-017986 (filed Sep 13, 2023).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| CPF III-A PT SPV, LLCCIK 0001975600 | 10% Owner |
| CPF III PT SPV, LLCCIK 0001975601 | 10% Owner |
| Chicago Pacific Founders UGP III, LLCCIK 0001975658 | 10% Owner |
| Chicago Pacific Founders GP III, L.P.CIK 0001975828 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 11, 2023 | Class A Common Stock | PPurchaseAcquired | +90,000 | $2.34F2 | +$210,222 | 49,575,442 | Indirect | |
| Sep 12, 2023 | Class A Common Stock | PPurchaseAcquired | +90,000 | $2.63F4 | +$236,520 | 49,665,442 | Indirect | |
| Sep 13, 2023 | Class A Common Stock | PPurchaseAcquired | +90,000 | $2.65F5 | +$238,221 | 49,755,442 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Includes (i) 69,433.68 shares of Common Stock directly acquired by CPF III PT SPV, LLC ("SPV III") and (ii) 20,566.32 shares of Common Stock directly acquired by CPF III PT SPV-A, LLC ("SPV-A III").
- F2
The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $2.20 to $2.40, inclusive. The reporting persons undertake to provide to P3 Health Partners Inc., any security holder of P3 Health Partners Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 2.
Referenced by the price of 1 transaction in Table I.
- F3
Chicago Pacific Founders UGP, III LLC ("UGP III") is the general partner of Chicago Founders GP III, LP ("GP III"), the general partner of each of SPV III and SPV III-A. As a result, UGP III has the power to vote and dispose of the Issuer's securities held by SPV III and SPV III-A (the "Underlying Securities"). Each of UGP III and GP III disclaims beneficial ownership for the amount in excess of their pecuniary interest in the Underlying Securities.
- F4
The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $2.36 to $2.9366, inclusive. The reporting persons undertake to provide to P3 Health Partners Inc., any security holder of P3 Health Partners Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 4.
Referenced by the price of 1 transaction in Table I.
- F5
The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $2.52 to $2.84, inclusive. The reporting persons undertake to provide to P3 Health Partners Inc., any security holder of P3 Health Partners Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 5.
Referenced by the price of 1 transaction in Table I.
Remarks
This amended Form 4 is filed to correct the number of shares of Class A Common Stock owned by the reporting persons due to a reporting error which first occurred in the Form 4 filed by the reporting persons on August 30, 2023.