Leavitt Equity Partners Adjusts P3 Health Partners Stake

TL;DR

Leavitt Equity Partners just updated their P3 Health Partners stake. Watch this space.

AI Summary

Leavitt Equity Partners II, L.P. and its affiliates have amended their Schedule 13D filing regarding P3 Health Partners Inc. as of June 26, 2024. The filing indicates a change in beneficial ownership, with the group now holding a significant stake in the company's Class A Common Stock. The specific percentage and number of shares are not detailed in this excerpt, but the amendment suggests a strategic adjustment by the investment group.

Why It Matters

This filing signals a potential shift in control or influence for P3 Health Partners Inc., as a significant investment group has updated its ownership details. Investors will monitor future actions for potential strategic implications.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investment groups can indicate shifts in company strategy or potential future actions, requiring investor attention.

Key Players & Entities

• Leavitt Equity Partners II, L.P. (company) — Filing entity
• P3 Health Partners Inc. (company) — Subject company
• Taylor Leavitt (person) — Member of the filing group
• Foresight Acquisition Corp. (company) — Former company name of P3 Health Partners Inc.

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $5 m — ggregate consideration of approximately $5 million, pursuant to the Purchase Agreeme
• $0.6270 — ts at a purchase price of approximately $0.6270 per Unit (the Private Placement). Pursu
• $0.5020 — ommon Warrants has an exercise price of $0.5020 per share and is exercisable by the hol

Filing Documents

• d809260dsc13da.htm (SC 13D/A) — 145KB
• 0001193125-24-169102.txt ( ) — 147KB

of the Schedule 13D is amended and restated in its entirety as follows

Item 2 of the Schedule 13D is amended and restated in its entirety as follows: This Amendment No. 2 is being filed on behalf of (i) Leavitt Equity Partners II, L.P., a Delaware limited partnership ( LEP II LP ), (ii) Leavitt Equity Partners II, LLC, a Delaware limited liability company ( LEP II LLC ), (iii) Leavitt Equity Partners III, L.P., a Delaware limited partnership ( LEP III LP ), (iv) Leavitt Equity Partners III, LLC, a Delaware limited liability company ( LEP III LLC ), (v) LEP Management, LLC, a Delaware limited liability company ( LEP Management ), (vi) Leavitt Legacy LLC, a Delaware limited liability company ( Legacy ), and (vii) Taylor Leavitt (collectively, the Reporting Persons ). Mr. Leavitt is a United The business address for the Reporting Persons is 95 South State Street, Suite 2190, Salt Lake City, UT 84111. LEP II LLC is the general partner of LEP II LP, which is an investment limited partnership. LEP III LLC is the general partner of LEP III LP, which is an investment limited partnership. LEP Management is the investment advisor of LEP II LP and LEP III LP. Legacy is the manager of LEP II LLC and LEP III LLC. Mr. Leavitt is the sole owner of Legacy. During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item3. Source and Amount of Funds or Other Considerations

is amended and supplemented as follows

Item 3 is amended and supplemented as follows: As described in Item 4 below, on May 24, 2024, the Reporting Persons purchased an aggregate of 7,974,481 units (the Units) from the Issuer for aggregate consideration of approximately $5 million, pursuant to the Purchase Agreement (as defined in Item 4 below). The Reporting Persons used cash on hand for these purchases. Item4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: Purchase Agreement On May 24, 2024 (the Closing Date), pursuant to the securities purchase agreement, dated as of May 22, 2024 (the Purchase Agreement), by and among the Issuer and the purchasers named therein, including the Reporting Persons (collectively, the Purchasers), LEP III LP purchased from the Issuer 7,974,481 Units at a purchase price of approximately $0.6270 per Unit (the Private Placement). Pursuant to the Purchase Agreement, each Unit consists of one share of Class A Common Stock and one warrant to purchase one share of Class A Common Stock (the Common Warrants). As a result, LEP III LPs Units consist of 7,974,481 shares of Class A Common Stock and 7,974,481 Common Warrants. Each of the Common Warrants has an exercise price of $0.5020 per share and is exercisable by the holder at any time on or after the Closing Date. The Common Warrants expire seven years following the Closing Date. Registration Rights Agreement On May 24, 2024, in connection with the Purchase Agreement, the Issuer entered into a registration rights agreement with the Purchasers (the Registration Rights Agreement), pursuant to which, among other things, the Issuer will prepare and file with the Commission, within 30 days of the Closing Date, a registration statement to register for resale the shares of Class A Common Stock issued or issuable upon exercise of the Common Warrants and certain pre-funded warrants. The Issuer also agreed to certain shelf takedown and piggyback registration rights. Item5. Interest in Securities of the Issuer

is hereby amended and restated in its entirety as follows

Item 5 is hereby amended and restated in its entirety as follows: (a) (b) The information relating to the beneficial ownership of Class A Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 161,224,622 shares of Class A Common Stock outstanding, including 119,620,285 shares of Class A Common Stock outstanding as of May 1, 2024, as reported in the issuers Quarterly Report on Form 10-Q filed by the Issuer on May 8, 2024, and 41,604,337 shares of Class A Common Stock issued in a private placement on May 24, 2024, as reported in the issuers Current Report on Form 8-K filed by the Issuer on May 24, 2024. When including the shares of Class A Common Stock underlying the Class V Common Stock and Common Warrants held by the Reporting Persons, the Reporting Persons beneficially own 34.0% of the Class A Common Stock. LEP II LP is the direct beneficial owner of (i) 894,454 shares of Class A common stock, (ii) 670,841 warrants to purchase shares of Class A common stock, and (iii) 7,505,383 shares of Class V Common Stock and the associated units of P3 LLC (P3 LLC Units), which are convertible on a 1-for-1 basis into shares of Class A Common Stock of P3 Health Partners, Inc. LEP III LP is the direct beneficial owner of (i) 16,919,024 shares of Class A common stock and (ii) 14,682,888 warrants to purchase shares of Class A common stock. LEP II LLC is the general partner of LEP II LP, which is an investment limited partnership, and, as a result, may be deemed to beneficial own the securities held by LEP II LP. LEP III LLC is the general partner of LEP III LP, which is an investment limited partnership, and, as a result, may be deemed to beneficial own the securities held by LEP III LP. LEP Management is the investment advisor of LEP II LP and LEP III LP, and, as a result, may be deemed to be

is hereby amended and supplemented as follows

Item 6 is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the Purchase Agreement and the Registration Rights Agreement, and is incorporated herein by reference. Item7. Material to Be Filed as Exhibits

is hereby amended and supplemented as follows

Item 7 is hereby amended and supplemented as follows: Exhibit No. Description 12 Securities Purchase Agreement, dated May 22, 2024, by and among P3 Health Partners Inc. and the Purchasers named therein. (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on May 24, 2024). 13 Registration Rights Agreement, dated April 6, 2023, by and among P3 Health Partners Inc. and the Purchasers named therein. (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on May 24, 2024).

Signatures

Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 26, 2024 LEAVITT EQUITY PARTNERS II, L.P. By: LEAVITT EQUITY PARTNERS II, LLC, its general partner By: /s/ Taylor Leavitt Name: Taylor Leavitt Title: Authorized Signatory LEAVITT EQUITY PARTNERS II, LLC By: /s/ Taylor Leavitt Name: Taylor Leavitt Title: Authorized Signatory LEAVITT EQUITY PARTNERS III, L.P. By: LEAVITT EQUITY PARTNERS III, LLC, its general partner By: /s/ Taylor Leavitt Name: Taylor Leavitt Title: Authorized Signatory LEAVITT EQUITY PARTNERS III, LLC By: /s/ Taylor Leavitt Name: Taylor Leavitt Title: Authorized Signatory LEP MANAGEMENT, LLC By: /s/ Taylor Leavitt Name: Taylor Leavitt Title: Authorized Signatory LEAVITT LEGACY, LLC By: /s/ Taylor Leavitt Name: Taylor Leavitt Title: Authorized Signatory TAYLOR LEAVITT /s/ Taylor Leavitt

View Full Filing

View this SC 13D/A filing on SEC EDGAR