SEC Form 4 · accession 0001104659-26-097324
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
Aug 13, 2026
Accepted (ET)
Aug 14, 2026 · 5:00 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 StockF1,F3 | Aug 13, 2026 | C | 100,000 | — | A | 100,000 | D | |
| Class V Common StockF1,F3 | Aug 13, 2026 | J | 100,000 | — | D | 729,651 | 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 UnitF1,F3,F2 | — | Aug 13, 2026 | C | 100,000 | D | — | — | Class A Common Stock | 100,000 | 729,651 | D |
Explanation of responses
- F1Reflects 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.
- F2The 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.
- F3This 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.