Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 980 NORTH MICHIGAN AVENUE, , SUITE 1998 3. Date of Earliest Transaction (Month/Day/Year) (Street) CHICAGO IL 60611 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Chicago Pacific Founders UGP III, LLC 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO, IL60611		X
Chicago Pacific Founders GP III, L.P. 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO, IL60611		X
CPF III PT SPV, LLC 980 NORTH MICHIGAN AVENUE, SUITE 1998 CHICAGO, IL60611		X
CPF III-A PT SPV, LLC 980 NORTH MICHIGAN AVENUE CHICAGO, IL60611		X

Signatures

Chicago Pacific Founders UGP III, LLC, /s/ Michael J. Wilson, authorized signatory	2024-09-13
**Signature of Reporting Person	Date
Chicago Pacific Founders GP III, L.P., /s/ Michael J. Wilson, authorized signatory	2024-09-13
**Signature of Reporting Person	Date
CPF III PT SPV, LLC, /s/ Michael J. Wilson, authorized signatory	2024-09-13
**Signature of Reporting Person	Date
CPF III-A PT SPV, LLC, /s/ Michael J. Wilson, authorized signatory	2024-09-13
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	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.
(2)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.49 to $0.51. The reporting person undertakes to provide P3 Health Partners Inc., any security holder of P3 Health Partners Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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