P3 Health Partners Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Redeemable Non-controlling Interest

Redeemable Non-controlling Interest

6 Months Ended

Jun. 30, 2023

Note 10: Redeemable Non-controlling Interest

Non-controlling interest represents the portion of P3 LLC that the Company controls and consolidates but does not own (i.e., the Common Units held directly by the equity holders other than the Company).

The ownership of the Common Units is summarized as follows:


	June 30, 2023			December 31, 2022
	Units (in thousands)	Ownership %		Units (in thousands)	Ownership %
P3 Health Partners Inc.’s ownership of Common Units	114,098	36.5	%	41,579	17.1	%
Non-controlling interest holders’ ownership of Common Units	198,505	63.5	%	201,592	82.9	%
Total Common Units	312,603	100.0	%	243,171	100.0	%

During the six months ended June 30, 2023, there were an aggregate of 3.4 million shares of Class A common stock issued to P3 LLC members in connection with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent number of Class V common stock. Such retired shares of Class V common stock may not be reissued. The redemptions occurred pursuant to the terms of the P3 LLC Amended & Restated Limited Liability Agreement dated as of the Closing Date (“P3 LLC A&R LLC Agreement”). There was no Common Unit exchange or redemption activity during the six months ended June 30, 2022.

As of June 30, 2023, the Company recorded a remeasurement adjustment of $330.6 million to reflect redeemable non-controlling interest at fair value (i.e., based on the five-day volume weighted average price of a share of Class A common stock) at the end of the reporting period. The offset of the fair value adjustment was recorded to additional paid in capital. As of June 30, 2022, there was no remeasurement adjustment recorded as the fair value of redeemable non-controlling interest was lower than the initial value.