Quarterly report pursuant to Section 13 or 15(d)

Redeemable Non-controlling Interest

Redeemable Non-controlling Interest
9 Months Ended
Sep. 30, 2023
Noncontrolling Interest [Abstract]  
Redeemable Non-controlling Interest
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:
September 30, 2023 December 31, 2022
Units (in thousands) Ownership % Units (in thousands) Ownership %
P3 Health Partners Inc.s ownership of Common Units
114,249 36.5  % 41,579 17.1  %
Non-controlling interest holders ownership of Common Units
198,354 63.5  % 201,592 82.9  %
Total Common Units 312,603 100.0  % 243,171 100.0  %
During the nine months ended September 30, 2023, there were an aggregate of 3.5 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 nine months ended September 30, 2022.
As of September 30, 2023, there was no remeasurement adjustment recorded as the fair value of redeemable non-controlling interest (i.e., based on the five-day volume weighted average price of a share of Class A common stock) was lower than the carrying value. As of September 30, 2022, a remeasurement adjustment of $19.4 million was recorded as the fair value of redeemable non-controlling interest was higher than the carrying value. The offset of the fair value adjustment was recorded to additional paid in capital.