STOCK TITAN
  1. Home
  2. Sec-filings
  3. PIII
  4. [Form 4] P3 Health Partners Inc. Insider Trading Activity

P3 Health Partners (PIII) holder converts 50K P3 LLC Units to Class A

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

Rhea-AI Filing Summary

P3 Health Partners Inc. large shareholder Hudson Vegas Investment SPV, LLC converted 50,000 P3 LLC Units into 50,000 shares of Class A Common Stock on a one-for-one basis. In connection with this redemption, an equal 50,000 shares of Class V Common Stock were forfeited for no consideration.

After the transactions, Hudson Vegas Investment SPV, LLC held 829,651 P3 LLC Units and 829,651 shares of Class V Common Stock, together with 50,000 shares of Class A Common Stock directly. Earlier, on April 11, 2025, the company and P3 LLC effected coordinated 1-for-50 reverse stock splits, and all reported amounts reflect those adjustments.

Positive

  • None.

Negative

  • None.
Insider Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC, STRAUS DANIEL E
Role null | null | null
Type Security Shares Price Value
Conversion P3 LLC Unit 50,000 $0.00 --
Conversion Class A Common Stock 50,000 $0.00 --
Other Class V Common Stock 50,000 $0.00 --
Holdings After Transaction: P3 LLC Unit — 829,651 shares (Direct, null); Class A Common Stock — 50,000 shares (Direct, null); Class V Common Stock — 829,651 shares (Direct, null)
Footnotes (1)
  1. On April 11, 2025, the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares of Class A Common Stock and Class V Common Stock at a ratio of 1-for-50. Concurrently with this reverse stock split, P3 Health Group, LLC, a direct subsidiary of the Issuer ("P3"), undertook a reverse split of its Common Units (the "P3 LLC Units") at a ratio of 1 for 50. The number of securities reported herein has been adjusted to reflect these actions. Reflects the redemption of 50,000 P3 LLC Units for an equal number of shares of Class A Common Stock on a 1-to-1 basis, and the forfeiture for no consideration of an equal number of shares of Class V Common Stock. The P3 LLC Units are redeemable at any time by the reporting persons for, at the election of the Issuer, newly-issued 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 Class A Common Stock for each P3 LLC Unit redeemed. Upon the redemption of any P3 LLC Units, a number of shares of Class V Common Stock of the Issuer 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. 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 V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.
P3 LLC Units converted 50,000 units Redeemed into Class A Common Stock on a 1-to-1 basis
Class A shares received 50,000 shares Issued to Hudson Vegas Investment SPV, LLC in redemption
Class V shares forfeited 50,000 shares Cancelled for no consideration upon unit redemption
P3 LLC Units held after 829,651 units Hudson Vegas Investment SPV, LLC post-transaction position
Class V shares held after 829,651 shares Post-transaction Class V Common Stock position
Class A shares held after 50,000 shares Direct Class A Common Stock position after conversion
Reverse split ratio 1-for-50 Applied April 11, 2025 to Class A, Class V, and P3 LLC Units
reverse stock split financial
"the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
P3 LLC Units financial
"P3 Health Group, LLC ... undertook a reverse split of its Common Units (the "P3 LLC Units")"
Class V Common Stock financial
"shares of Class V Common Stock of the Issuer equal to the number of P3 LLC Units"
volume weighted average market price financial
"a cash payment equal to the volume weighted average market price of one share"
beneficial ownership financial
"disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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)
06/10/2026		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 Stock06/10/2026C50,000A(2)50,000(1)D(4)
Class V Common Stock06/10/2026J50,000D(2)829,651(1)D(4)
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(3)06/10/2026C50,000 (3) (3)Class A Common Stock50,000(2)(2)829,651(1)D(4)
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. On April 11, 2025, the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares of Class A Common Stock and Class V Common Stock at a ratio of 1-for-50. Concurrently with this reverse stock split, P3 Health Group, LLC, a direct subsidiary of the Issuer ("P3"), undertook a reverse split of its Common Units (the "P3 LLC Units") at a ratio of 1 for 50. The number of securities reported herein has been adjusted to reflect these actions.
2. Reflects the redemption of 50,000 P3 LLC Units for an equal number of shares of Class A Common Stock on a 1-to-1 basis, and the forfeiture for no consideration of an equal number of shares of Class V Common Stock.
3. The P3 LLC Units are redeemable at any time by the reporting persons for, at the election of the Issuer, newly-issued 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 Class A Common Stock for each P3 LLC Unit redeemed. Upon the redemption of any P3 LLC Units, a number of shares of Class V Common Stock of the Issuer 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.
4. 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 V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.
Hudson Vegas Investment SPV, LLC By: /s/ Leeor Farhadian, Authorized Signatory06/12/2026
Hudson Vegas Investment Manager, LLC By: /s/ Leeor Farhadian, Authorized Signatory06/12/2026
/s/ Daniel Straus06/12/2026
** 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

FAQ

What insider transaction did P3 Health Partners (PIII) report in this Form 4?

P3 Health Partners reported that Hudson Vegas Investment SPV, LLC redeemed 50,000 P3 LLC Units for 50,000 shares of Class A Common Stock and forfeited 50,000 shares of Class V Common Stock, reflecting an internal capital structure adjustment rather than an open-market trade.

Who is the primary beneficial owner involved in the P3 Health Partners (PIII) Form 4?

The primary beneficial owner is Hudson Vegas Investment SPV, LLC, which directly holds the reported securities. Hudson Vegas Investment Manager, LLC and Daniel Straus may be deemed to share voting and dispositive power but each disclaims beneficial ownership except to the extent of any pecuniary interest.

How many P3 LLC Units and Class V shares does Hudson Vegas still hold after this PIII transaction?

After the transaction, Hudson Vegas Investment SPV, LLC held 829,651 P3 LLC Units and 829,651 shares of Class V Common Stock. It also directly held 50,000 shares of Class A Common Stock, showing this was a partial redemption rather than a full exit from its position.

What are the redemption terms of P3 LLC Units referenced in the P3 Health Partners (PIII) filing?

P3 LLC Units are redeemable at any time for either newly issued 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 Class A Common Stock per unit, at the issuer’s election.

How did the reverse stock split affect the P3 Health Partners (PIII) insider holdings?

On April 11, 2025, P3 Health Partners and P3 LLC each completed 1-for-50 reverse splits of their Class A, Class V, and P3 LLC Units. All share amounts in this Form 4 have been adjusted to reflect these reverse splits, significantly reducing reported unit and share counts.