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Item 1.
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Security and Issuer
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This Schedule 13D relates to shares of Class A Common Stock, par value $0.0001 per share (the Class A Common Stock) of P3 Health Partners
Inc., a Delaware corporation (the Issuer). The address of the principal executive offices of the Issuer is 2370 Corporate Circle, Suite 300, Henderson, NV 89074
Item 2.
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Identity and Background
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This Schedule 13D is being filed on behalf of (i) Chicago Pacific Founders UGP, LLC, a Delaware limited liability company (Founders
UGP), (ii) Chicago Pacific Founders GP, L.P., a Delaware limited partnership (Founders GP), (iii) Chicago Pacific Founders Fund, L.P., a Delaware limited partnership (Founders Fund LP), (iv) Chicago
Pacific Founders Fund-A, L.P., a Delaware limited partnership (Founders Fund-A), and (v) Chicago Pacific Founders
Fund-B, L.P., a Delaware limited partnership (Founders Fund-B) (collectively, the Reporting Persons). The Reporting Persons do not
include Mary Tolan, Lawrence Leisure, and Vance Vanier, the managers of Founders UGP.
Each of Mary Tolan, Lawrence Leisure and Vance Vanier is a United
States citizen.
The business address for the Reporting Persons is 980 North Michigan Avenue, Suite 1998, Chicago, IL 60611.
Each of Founders Fund-A, Founders Fund-B and Founders Fund LP is engaged in
the business of investing in securities.
Each of Founders UGP and Founders GP is principally engaged in the business of being a general partner or sole
or managing member as described above and managing investments through other partnerships and limited liability companies.
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.
Item 3.
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Source and Amount of Funds or Other Considerations
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On May 25, 2021, Foresight Acquisition Corp. (n/k/a P3 Health Partners Inc.)(the Company), P3 Health Group Holdings, LLC (P3
Holdings) and FAC Merger Sub LLC, a wholly-owned subsidiary of the Company (Merger Sub), entered into an agreement and plan of merger (the Merger Agreement) and (ii) the Company; FAC-A Merger Sub Corp. and FAC-B Merger Sub Corp. (together, the Merger Corps); CPF P3 Blocker-A, LLC and CPF P3 Blocker-B, LLC (together, the Blockers); CPF P3 Splitter, LLC (Splitter); Founders Fund-A; and
Founders Fund-B entered into a transaction and combination agreement (the Transaction and Combination Agreement and, together with the Merger Agreement, the Transaction
Agreements) pursuant to which, among other things, P3 Holdings on December 3, 2021 (Closing), merged with and into Merger Sub, with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC
(P3 LLC), and the Merger Corps merged with and into the Blockers, with the Blockers as the surviving entities and wholly-owned subsidiaries of the Company (collectively, the Business Combinations). Through the
foregoing mergers and other related transactions, the Company and P3 Holdings were organized in an Up-C structure in which all of the P3 Holdings operating subsidiaries are held directly or
indirectly by the P3 LLC as the surviving company.