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P3 Health Partners (PIII) investor redeems 100K P3 LLC Units into Class A stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hudson Vegas Investment SPV, LLC, a 10% owner of P3 Health Partners Inc., redeemed 100,000 P3 LLC Units of P3 Health Group, LLC for 100,000 shares of Class A Common Stock on a one-for-one basis. In connection with this redemption, an equal number of shares of Class V Common Stock were forfeited for no consideration.

After these transactions, Hudson Vegas Investment SPV, LLC reported 729,651 P3 LLC Units and 729,651 shares of Class V Common Stock remaining, and 100,000 shares of Class A Common Stock held directly. The P3 LLC Units are redeemable at any time for either newly issued Class A shares 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, and they do not expire. Hudson Vegas Investment Manager, LLC and Daniel Straus may be deemed to share voting and dispositive power over these securities but disclaim beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC, STRAUS DANIEL E
Role 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Conversion P3 LLC Unit F2, F1, F3 100,000 -- --
Conversion Class A Common Stock F1, F3 100,000 -- --
Other Class V Common Stock F1, F3 100,000 -- --
Holdings After Transaction: P3 LLC Unit — 729,651 shares (Direct); Class A Common Stock — 100,000 shares (Direct); Class V Common Stock — 729,651 shares (Direct)
Footnotes (3)
  1. F1. Reflects 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.
  2. F2. The 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.
  3. F3. This 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.
P3 LLC Units converted 100,000 P3 LLC Units Redeemed for an equal number of Class A Common Stock on August 13, 2026
Class A shares acquired 100,000 shares Class A Common Stock received upon redemption of P3 LLC Units
Class V shares forfeited 100,000 shares Class V Common Stock cancelled for no consideration upon redemption
P3 LLC Units remaining 729,651 P3 LLC Units Held by Hudson Vegas Investment SPV, LLC after the reported transactions
Class V shares remaining 729,651 shares Class V Common Stock held after cancellation tied to redeemed units
Class A shares held 100,000 shares Direct Class A Common Stock position following the conversion
P3 LLC Units financial
"Reflects the redemption of 100,000 Common Units ("P3 LLC Units") of P3 Health Group, LLC"
Class V Common Stock financial
"the forfeiture for no consideration of an equal number of shares of the Issuer's Class V Common Stock"
volume weighted average market price financial
"cash payment equal to the volume weighted average market price of one share of the Issuer's Class A"
pecuniary interest financial
"disclaim beneficial ownership of these securities other than to the extent they may have a pecuniary interest"

FAQ

What did P3 Health Partners Inc. (PIII) insiders report in this Form 4?
The reporting group converted 100,000 P3 LLC Units into 100,000 shares of Class A Common Stock and forfeited 100,000 Class V shares, while retaining substantial remaining P3 LLC Units and Class V Common Stock holdings.

How many P3 LLC Units does the reporting group still hold in PIII?
After the reported transactions, Hudson Vegas Investment SPV, LLC holds 729,651 P3 LLC Units. These units are redeemable at any time for either newly issued Class A Common Stock on a one-for-one basis or a cash amount based on volume weighted average price.

What Class A and Class V share positions were reported for PIII?
Hudson Vegas Investment SPV, LLC reported direct ownership of 100,000 shares of Class A Common Stock and 729,651 shares of Class V Common Stock after the transactions. The Class V shares tied to redeemed units were cancelled for no consideration on a one-for-one basis.

How does the redemption of P3 LLC Units work for P3 Health Partners Inc. (PIII)?
Each P3 LLC Unit is redeemable at any time for, at the issuer’s election, either one share of Class A Common Stock or a cash payment equal to the volume weighted average market price of one Class A share. The units do not expire.

Who are the reporting persons in this PIII insider transaction?
The report is filed jointly for Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC, and Daniel Straus. Hudson Vegas Investment SPV, LLC is the direct beneficial owner; the other two may share voting and dispositive power but disclaim beneficial ownership beyond pecuniary interest.

Was the PIII insider transaction made under a Rule 10b5-1 trading plan?
No. The report indicates the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating the transactions were executed under a pre-arranged 10b5-1 trading plan, so they are not identified as plan-based trades.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hudson Vegas Investment SPV, LLC
(Last)(First)(Middle)
173 BRIDGE PLAZA NORTH
(Street)
FORT LEE NEW JERSEY 07024
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
P3 Health Partners Inc. [ PIII ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/13/2026C100,000A(1)100,000D(3)
Class V Common Stock08/13/2026J100,000D(1)729,651D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 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 (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. 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: 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
P3 LLC Unit(2)08/13/2026C100,000 (2) (2)Class A Common Stock100,000(1)(1)729,651D(3)
1. Name and Address of Reporting Person*
Hudson Vegas Investment SPV, LLC
(Last)(First)(Middle)
173 BRIDGE PLAZA NORTH
(Street)
FORT LEE NEW JERSEY 07024
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Hudson Vegas Investment Manager, LLC
(Last)(First)(Middle)
173 BRIDGE PLAZA NORTH
(Street)
FORT LEE NEW JERSEY 07024
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
STRAUS DANIEL E
(Last)(First)(Middle)
C/O HUDSON VEGAS INVESTMENT SPV, LLC,
173 BRIDGE PLAZA NORTH
(Street)
FORT LEE NEW JERSEY 07024
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Reflects 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.
2. The 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.
3. This 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.
Hudson Vegas Investment SPV, LLC By: /s/ Leeor Farhadian, Authorized Signatory08/14/2026
Hudson Vegas Investment Manager, LLC By: /s/ Leeor Farhadian, Authorized Signatory08/14/2026
/s/ Daniel Straus08/14/2026
** 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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR