SEC Form 4 · accession 0001104659-26-073599
P3 Health Partners Inc. · PIII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Daniel E Straus
10% Owner
Hudson Vegas Investment Manager, LLC
10% Owner
Hudson Vegas Investment SPV, LLC
10% Owner
Period of report
Jun 10, 2026
Accepted (ET)
Jun 12, 2026 · 5:31 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001832511
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F1,F4 | Jun 10, 2026 | C | 50,000 | — | A | 50,000 | D | |
| Class V Common StockF2,F1,F4 | Jun 10, 2026 | J | 50,000 | — | D | 829,651 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| P3 LLC UnitF2,F1,F4,F3 | — | Jun 10, 2026 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 829,651 | D |
Explanation of responses
- F1On 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.
- F2Reflects 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.
- F3The 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.
- F4This 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.