PIII · P3 Health Partners Inc. · Insider Trading

Reflects the redemption of 100,000 Common Units ("P3 LLC Units") of P3 Health Group, LLC, a direct subsidiary of the Issuer, for an equal number of shares of the Issuer's Class A Common Stock on a one-for-one basis, and the forfeiture for no consideration of an equal number of shares of the Issuer's Class V Common Stock.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class A Common Stock, Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Hudson Vegas Investment Manager, LLC and Daniel Straus disclaim beneficial ownership of these securities other than to the extent they may have a pecuniary interest therein.

Reflects the redemption of 100,000 Common Units ("P3 LLC Units") of P3 Health Group, LLC, a direct subsidiary of the Issuer, for an equal number of shares of the Issuer's Class A Common Stock on a one-for-one basis, and the forfeiture for no consideration of an equal number of shares of the Issuer's Class V Common Stock.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class A Common Stock, Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Hudson Vegas Investment Manager, LLC and Daniel Straus disclaim beneficial ownership of these securities other than to the extent they may have a pecuniary interest therein.

The P3 LLC Units are redeemable at any time by the reporting persons for, at the election of the Issuer, newly-issued shares of the Issuer's Class A Common Stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of the Issuer's Class A Common Stock for each P3 LLC Unit redeemed. Upon the redemption of any P3 LLC Units, a number of shares of the Issuer's Class V Common Stock equal to the number of P3 LLC Units that are redeemed will be cancelled by the Issuer for no consideration. The P3 LLC Units do not expire.

Reflects the redemption of 100,000 Common Units ("P3 LLC Units") of P3 Health Group, LLC, a direct subsidiary of the Issuer, for an equal number of shares of the Issuer's Class A Common Stock on a one-for-one basis, and the forfeiture for no consideration of an equal number of shares of the Issuer's Class V Common Stock.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class A Common Stock, Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Hudson Vegas Investment Manager, LLC and Daniel Straus disclaim beneficial ownership of these securities other than to the extent they may have a pecuniary interest therein.

The price reported is a weighted average price. Shares were sold in multiple transactions at prices ranging from $16.25 to $17.24, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.

The price reported is a weighted average price. Shares were sold in multiple transactions at prices ranging from $13.00 to $13.61, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.

The price reported is a weighted average price. Shares were sold in multiple transactions at prices ranging from $16.00 to $16.24, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.

Reflects the redemption of 50,000 P3 LLC Units for an equal number of shares of Class A Common Stock on a 1-to-1 basis, and the forfeiture for no consideration of an equal number of shares of Class V Common Stock.

On April 11, 2025, the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares of Class A Common Stock and Class V Common Stock at a ratio of 1-for-50. Concurrently with this reverse stock split, P3 Health Group, LLC, a direct subsidiary of the Issuer ("P3"), undertook a reverse split of its Common Units (the "P3 LLC Units") at a ratio of 1 for 50. The number of securities reported herein has been adjusted to reflect these actions.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.

Reflects the redemption of 50,000 P3 LLC Units for an equal number of shares of Class A Common Stock on a 1-to-1 basis, and the forfeiture for no consideration of an equal number of shares of Class V Common Stock.

On April 11, 2025, the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares of Class A Common Stock and Class V Common Stock at a ratio of 1-for-50. Concurrently with this reverse stock split, P3 Health Group, LLC, a direct subsidiary of the Issuer ("P3"), undertook a reverse split of its Common Units (the "P3 LLC Units") at a ratio of 1 for 50. The number of securities reported herein has been adjusted to reflect these actions.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.

The P3 LLC Units are redeemable at any time by the reporting persons for, at the election of the Issuer, newly-issued Class A Common Stock 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 P3 LLC Unit redeemed. Upon the redemption of any P3 LLC Units, a number of shares of Class V Common Stock of the Issuer equal to the number of P3 LLC Units that are redeemed will be cancelled by the Issuer for no consideration. The P3 LLC Units do not expire.

Reflects the redemption of 50,000 P3 LLC Units for an equal number of shares of Class A Common Stock on a 1-to-1 basis, and the forfeiture for no consideration of an equal number of shares of Class V Common Stock.

On April 11, 2025, the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares of Class A Common Stock and Class V Common Stock at a ratio of 1-for-50. Concurrently with this reverse stock split, P3 Health Group, LLC, a direct subsidiary of the Issuer ("P3"), undertook a reverse split of its Common Units (the "P3 LLC Units") at a ratio of 1 for 50. The number of securities reported herein has been adjusted to reflect these actions.

This statement is filed jointly by and on behalf of Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner of the securities covered by this statement. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest upon the earlier of the Company's 2026 annual stockholder meeting and the one-year anniversary of the grant date.

This amended Form 4 is being filed to correct Column 5 of Table I, which inadvertently reported the number of securities beneficially owned by the Reporting Person prior to the Company's 1-for-50 reverse stock split, which became effective on April 11, 2025. This amended Form 4 is being filed solely to correct the number of securities beneficially owned by the Reporting Person following the reverse stock split.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest upon the earlier of the Company's 2026 annual stockholder meeting and the one-year anniversary of the grant date.

This amended Form 4 is being filed to correct Column 5 of Table I, which inadvertently reported the number of securities beneficially owned by the Reporting Person prior to the Company's 1-for-50 reverse stock split, which became effective on April 11, 2025, and excluded certain securities indirectly owned by the Reporting Person. This amended Form 4 is being filed to correct the number of securities beneficially owned by the Reporting Person to reflect the reverse stock split, as well as the Reporting Person's indirect ownership.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest upon the earlier of the Company's 2026 annual stockholder meeting and the one-year anniversary of the grant date.

This amended Form 4 is being filed to correct Column 5 of Table I, which inadvertently reported the number of securities beneficially owned by the Reporting Person prior to the Company's 1-for-50 reverse stock split, which became effective on April 11, 2025. This amended Form 4 is being filed solely to correct the number of securities beneficially owned by the Reporting Person following the reverse stock split.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest upon the earlier of the Company's 2026 annual stockholder meeting and the one-year anniversary of the grant date.

This amended Form 4 is being filed to correct Column 5 of Table I, which inadvertently reported the number of securities beneficially owned by the Reporting Person prior to the Company's 1-for-50 reverse stock split, which became effective on April 11, 2025. This amended Form 4 is being filed solely to correct the number of securities beneficially owned by the Reporting Person following the reverse stock split.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest upon the earlier of the Company's 2026 annual stockholder meeting and the one-year anniversary of the grant date.

This amended Form 4 is being filed to correct Column 5 of Table I, which inadvertently reported the number of securities beneficially owned by the Reporting Person prior to the Company's 1-for-50 reverse stock split, which became effective on April 11, 2025, and excluded certain securities indirectly owned by the Reporting Person. This amended Form 4 is being filed to correct the number of securities beneficially owned by the Reporting Person to reflect the reverse stock split, as well as the Reporting Person's indirect ownership.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest upon the earlier of the Company's 2026 annual stockholder meeting and the one-year anniversary of the grant date.

This amended Form 4 is being filed to correct Column 5 of Table I, which inadvertently reported the number of securities beneficially owned by the Reporting Person prior to the Company's 1-for-50 reverse stock split, which became effective on April 11, 2025. This amended Form 4 is being filed solely to correct the number of securities beneficially owned by the Reporting Person following the reverse stock split.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest upon the earlier of the Company's 2026 annual stockholder meeting and the one-year anniversary of the grant date.

This amended Form 4 is being filed to correct Column 5 of Table I, which inadvertently reported the number of securities beneficially owned by the Reporting Person prior to the Company's 1-for-50 reverse stock split, which became effective on April 11, 2025. This amended Form 4 is being filed solely to correct the number of securities beneficially owned by the Reporting Person following the reverse stock split.

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.

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.

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.

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).

The warrants and the right to purchase shares of Common Stock upon the exercise of the warrants will terminate on February 13, 2032.

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.

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.

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.

Exercisable immediately.

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.

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.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.49 to $0.51. The reporting person undertakes to provide 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 ranges set forth in this footnote.

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.

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.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.53 to $0.57. The reporting person undertakes to provide 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 ranges set forth in this footnote.

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.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.50 to $0.53. The reporting person undertakes to provide 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 ranges set forth in this footnote.

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.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.50 to $0.58. The reporting person undertakes to provide 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 ranges set forth in this footnote.

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.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.47 to $0.51. The reporting person undertakes to provide 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 ranges set forth in this footnote.

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.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.48 to $0.52. The reporting person undertakes to provide 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 ranges set forth in this footnote.

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.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.47 to $0.50. The reporting person undertakes to provide 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 ranges set forth in this footnote.

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.

The option vests and becomes exercisable on the earlier of (i) June 6, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service through the applicable vesting date.

The option vests and becomes exercisable on the earlier of (i) June 6, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service through the applicable vesting date.

The option vests and becomes exercisable on the earlier of (i) June 6, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service through the applicable vesting date.

The option vests and becomes exercisable on the earlier of (i) June 6, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service through the applicable vesting date.

The option vests and becomes exercisable on the earlier of (i) June 6, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service through the applicable vesting date.

The option vests and becomes exercisable on the earlier of (i) June 6, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service through the applicable vesting date.

The option vests and becomes exercisable on the earlier of (i) June 6, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service through the applicable vesting date.

The reported securities were issued in connection with the Issuer's sale of 7,974,481 Units purchased by the Reporting Person for $0.6270 per Unit. Each Unit consists of (i) one share of Class A Common Stock and (ii) one warrant to purchase one share of Class A Common Stock. The Units were issued directly to Leavitt Equity Partners III, L.P., of which Leavitt Equity Partners III, LLC is the general partner.

Exercisable Immediately.

The reported securities were issued in connection with the Issuer's sale of 7,974,481 Units purchased by the Reporting Person for $0.6270 per Unit. Each Unit consists of (i) one share of Class A Common Stock and (ii) one warrant to purchase one share of Class A Common Stock. The Units were issued directly to Leavitt Equity Partners III, L.P., of which Leavitt Equity Partners III, LLC is the general partner.

The option vests and becomes exercisable (i) with respect to 25% of the shares on May 8, 2025, and (ii) as to the remaining 75% of the underlying shares, in substantially equal installments on each three (3)-month anniversary over the three (3)-year period thereafter, subject to the Reporting Person's continued employment through the applicable vesting date.

On January 3, 2024, the Reporting Person filed a Form 4 reporting the withholding of 483,868 shares of Class A common stock to satisfy tax withholding requirements upon the vesting of restricted stock units. On January 9, 2024, the withholding was rescinded upon election by the Reporting Person to satisfy tax withholding obligations via a cash payment and no shares were withheld.

On January 3, 2024, the Reporting Person filed a Form 4 reporting the withholding of 287,118 shares of Class A common stock to satisfy tax withholding requirements upon the vesting of restricted stock units. On January 9, 2024, the withholding was rescinded upon election by the Reporting Person to satisfy tax withholding obligations via a cash payment and no shares were withheld.

Represents shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.

Represents shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest in two substantially equal installments on each of October 23, 2024 and October 23, 2025.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest in two substantially equal installments on each of October 23, 2024 and October 23, 2025.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest in two substantially equal installments on each of October 23, 2024 and October 23, 2025.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest in two substantially equal installments on each of October 23, 2024 and October 23, 2025.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest in two substantially equal installments on each of October 23, 2024 and October 23, 2025.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest in two substantially equal installments on each of October 23, 2024 and October 23, 2025.

Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest in two substantially equal installments on each of October 23, 2024 and October 23, 2025.

On September 15, 2023, the reporting person filed a Form 4 which incorrectly stated that the purchase date in Column 2 of Table I was September 11, 2023 when the correct purchase date was September 14, 2023.

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").

The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $2.45 to $2.70, 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 3.

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.

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").

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.

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.