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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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 1998, 		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2023
(Street)

CHICAGO, IL 60611		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 5/17/2023  P  90000 (1)A$3.4958 48282605 I See Footnote (4)
Class A Common Stock 5/18/2023  P  90000 (2)A$3.2999 48372605 I See Footnote (4)
Class A Common Stock 5/19/2023  P  90000 (3)A$3.4958 48462605 I See Footnote (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Includes (i) 69,434 shares of Common Stock directly acquired by CPF III PT SPV, LLC ("SPV III") and (ii) 20,566 shares of Common Stock directly acquired by CPF III PT SPV-A, LLC ("SPV-A III").
(2) Includes (i) 69,434 shares of Common Stock directly acquired by SPV III, and (ii) 20,566 shares of Common Stock directly acquired by SPV III-A.
(3) Includes (i) 69,434 shares of Common Stock directly acquired by SPV III, and (ii) 20,566 shares of Common Stock directly acquired by SPV III-A.
(4) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Chicago Pacific Founders UGP III, LLC
980 NORTH MICHIGAN AVENUE, SUITE 1998
CHICAGO, IL 60611
X

Chicago Pacific Founders GP III, L.P.
980 NORTH MICHIGAN AVENUE,
SUITE 1998
CHICAGO, IL 60611
X

CPF III PT SPV, LLC
980 NORTH MICHIGAN AVENUE,
SUITE 1998
CHICAGO, IL 60611
X

CPF III-A PT SPV, LLC
980 NORTH MICHIGAN AVENUE,
CHICAGO, IL 60611
X
Signatures
Chicago Pacific Founders UGP III, LLC, /s/ Michael Wilson, authorized signatory5/19/2023
**Signature of Reporting PersonDate

Chicago Pacific Founders GP III, L.P., /s/ Michael Wilson, authorized signatory5/19/2023
**Signature of Reporting PersonDate

CPF III PT SPV, LLC, /s/ Michael Wilson, authorized signatory5/19/2023
**Signature of Reporting PersonDate

CPF III-A PT SPV, LLC, /s/ Michael Wilson, authorized signatory5/19/2023
**Signature of Reporting PersonDate
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 control number.
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