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. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Balkin Michael

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)

3201 SOUTH OCEAN BOULEVARD, UNIT 404

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2022

(Street)

HIGHLAND BEACH, FL 33487

4. If Amendment, Date Original Filed(Month/Day/Year)
02/17/2021

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/19/2022		P		4,239 ⁽¹⁾	A	$ 5.1	7,530,264 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽¹⁰⁾	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Common Stock Warrants (right to buy)

$ 11.5

02/12/2021

227,500

02/12/2022⁽⁷⁾⁽⁸⁾

12/03/2027⁽⁷⁾⁽⁸⁾

Class A Common Stock

227,500 ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

⁽⁶⁾

227,500 ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

See Footnotes ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Balkin Michael 3201 SOUTH OCEAN BOULEVARD, UNIT 404 HIGHLAND BEACH, FL 33487		X

Signatures

/s/ Michael P. Balkin		01/21/2022
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These 4,239 Shares (as defined below) were acquired in a single transaction through a self-directed individual retirement account of Mr. Balkin (as defined below).
(2)	4,239 of these Shares are held directly by Mr. Balkin through a self-directed individual retirement account. "Shares" are shares of Class A Common Stock of the Issuer, par value $0.0001 per share.
(3)	7,526,025 of these Shares are held directly by Foresight Sponsor Group, LLC, a Delaware limited liability company (the "Sponsor").
(4)	Michael P. Balkin, a citizen of the United States ("Mr. Balkin"), is the sole manager of the Sponsor. Consequently, Mr. Balkin has voting and investment power over the securities held directly by the Sponsor.
(5)	As a result of having voting and investment power over the securities held directly by the Sponsor, Mr. Balkin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the 7,526,025 Shares held directly by the Sponsor.
(6)	As previously reported by Mr. Balkin on February 17, 2021, the Sponsor, simultaneously with the consummation of the Issuer's initial public offering on February 12, 2021 (the "IPO"), consummated the acquisition from the Issuer of 682,500 units (the "Private Units"), at a price of $10.00 per unit, in a private placement for an aggregate purchase price of $6,825,000. Each Private Unit consisted of one Share and one-third of one warrant.
(7)	Such warrants acquired directly by the Sponsor on February 12, 2021, were exercisable for 227,500 Shares, provided that, at the time of issuance, such warrants could only be exercised during the period (i) commencing on the later of: (1) the date that is thirty (30) days after the first date on which the Issuer completed a business combination and (2) the date that is twelve (12) months from the consummation of the IPO and (ii) terminating at 5:00 p.m., New York City time, on the earlier to occur of (x) the date that is five (5) years after the date on which the Issuer completes its initial business combination or (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated certificate of incorporation, as amended from time to time.
(8)	The Issuer completed a business combination on December 3, 2021, but the twelve (12) month anniversary of the consummation of the IPO is February 12, 2022. Accordingly, (i) such warrants will become exercisable on February 12, 2022, and (ii) the exercise period of such warrants will terminate at 5:00 p.m., New York City time, on the earlier to occur of (1) December 3, 2027, or (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated certificate of incorporation, as amended from time to time.
(9)	As a result of having voting and investment power over the securities held directly by the Sponsor, Mr. Balkin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the 227,500 Shares issuable upon exercise of such warrants held directly by the Sponsor.
(10)	Mr. Balkin disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
Remarks: THIS FORM 4 ALSO AMENDS THE FORM 4 FILED BY MR. BALKIN ON FEBRUARY 17, 2021, SOLELY WITH RESPECT TO THE CLASS A COMMON STOCK WARRANTS (AND THE INFORMATION WITH RESPECT THERETO) REPORTED HEREIN. Mr. Balkin ceased to be an officer and director of the Issuer on December 3, 2021.

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