UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

P3 Health Partners Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

744413 105

(CUSIP Number)

Amir Bacchus, M.D.

c/o P3 Health Partners Inc.

2370 Corporate Circle, Suite 300

Henderson, NV 89074

(702) 910-3950

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 744413 105

CUSIP No. 744413 105

This Amendment No. 1 (this “Amendment”) to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on December 13, 2021 by the Reporting Persons named therein (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Unless set forth below, all previous Items set forth in the Original Schedule 13D remain unchanged. Capitalized terms used herein and not defined have the meanings given to them in the Original Schedule 13D.

This Amendment is being filed to supplement the prior disclosure to reflect the entry into a transaction bonus agreement which restricts the transfer of the securities held by the reporting persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Transaction Bonus Agreement

On May 16, 2022, Dr. Bacchus entered into a transaction bonus agreement with the Issuer and P3 LLC.

In consideration for the bonus awarded to Dr. Bacchus pursuant to the Transaction Bonus Agreement, Dr. Bacchus agreed: (i) not to offer, sell, or announce an intention to dispose of any shares of the Issuer’s Class A Common Stock until the closing of the Issuer’s first underwritten offering and sale of Class A Common Stock (the “First Secondary Sale”); (ii) following the First Secondary Sale, to only sell Class A Common Stock pursuant to a customary 10b5-1 plan; and (iii) that any 10b5-1 plan entered into during Dr. Bacchus’ employment following the First Secondary Sale will limit sales of the Class A Common Stock under the plan to no more than (I) up to 4% of the trading volume for the Issuer’s stock on any trading day and (II) 5% of Class A Common Stock held by Dr. Bacchus or by a trust established by Dr. Bacchus during any twelve-month period.

Item 7. Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as set forth below:

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 11, 2022