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, 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)

12/13/2022
(Street)

CHICAGO, IL 60611
(City)        (State)        (Zip)
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

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

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
Warrant to Purchase Class A Common Stock $4.26 12/13/2022  P (1)  429180     (2) (3)Class A Common Stock 429180 $0 (4)429180 I See Footnote (5)
Explanation of Responses:
(1) On December 13, 2022, P3 Health Partners Inc. (the "Issuer") issued warrants to purchase 429,180 shares of Class A Common Stock to VBC Growth SPV LLC, a Delaware limited liability company ("VBC").
(2) Exercisable immediately.
(3) The warrants and the right to purchase securities upon the exercise of the warrants will terminate upon the earliest to occur of the following: (a) December 13, 2027; and (b) the consummation of (i) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Issuer's or P3 LLC's property or business or the Issuer's or P3 LLC's merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer or P3 LLC is disposed of.
(4) The warrants were issued in connection with a promissory note issued by the Issuer to VBC providing for a financing in several tranches up to an aggregate of $40 million.
(5) Chicago Pacific Founders UGP, LLC ("UGP") is the general partner of Chicago Founders GP, LP, the general partner of CPF VBC Growth Aggregator, L.P., the sole manager of VBC. As a result, UGP controls VBC and has the power to vote and dispose of the Issuer's securities held by VBC. Affiliates of VBC also own a 66.81% member interest in VBC.

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

Chicago Pacific Founders GP, L.P.
980 NORTH MICHIGAN AVENUE, SUITE 1998
CHICAGO, IL 60611
X
Signatures
Chicago Pacific Founders UGP, LLC, /s/ Michael Wilson, authorized signatory12/22/2022
**Signature of Reporting PersonDate

Chicago Pacific Founders GP, L.P., /s/ Michael Wilson, authorized signatory12/22/2022
**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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