Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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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1. Name and Address of Reporting Person * Hudson Vegas Investment SPV, LLC 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) 173 BRIDGE PLAZA NORTH, 3. Date of Earliest Transaction (Month/Day/Year) 08/13/2026 (Street) FORT LEE, NJ 07024 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 08/13/2026 C 100,000 A (1) 100,000 D(3) Class V Common Stock 08/13/2026 J 100,000 D (1) 729,651 D(3)

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

P3 LLC Unit

(2)

08/13/2026

C

100,000

(2)

(2)

Class A Common Stock

100,000(1)

(1)

729,651

D(3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hudson Vegas Investment SPV, LLC 173 BRIDGE PLAZA NORTH FORT LEE, NJ 07024		X
Hudson Vegas Investment Manager, LLC 173 BRIDGE PLAZA NORTH FORT LEE, NJ 07024		X
STRAUS DANIEL E C/O HUDSON VEGAS INVESTMENT SPV, LLC, 173 BRIDGE PLAZA NORTH FORT LEE, NJ 07024		X

Signatures

Hudson Vegas Investment SPV, LLC By: /s/ Leeor Farhadian, Authorized Signatory		08/14/2026
**Signature of Reporting Person		Date
Hudson Vegas Investment Manager, LLC By: /s/ Leeor Farhadian, Authorized Signatory		08/14/2026
**Signature of Reporting Person		Date
/s/ Daniel Straus		08/14/2026
**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)	Reflects the redemption of 100,000 Common Units ("P3 LLC Units") of P3 Health Group, LLC, a direct subsidiary of the Issuer, for an equal number of shares of the Issuer's Class A Common Stock on a one-for-one basis, and the forfeiture for no consideration of an equal number of shares of the Issuer's Class V Common Stock.
(2)	The P3 LLC Units are redeemable at any time by the reporting persons for, at the election of the Issuer, newly-issued shares of the Issuer's 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 the Issuer's Class A Common Stock for each P3 LLC Unit redeemed. Upon the redemption of any P3 LLC Units, a number of shares of the Issuer's Class V Common Stock 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.
(3)	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 A Common Stock, Class V Common Stock and P3 LLC Units which are held by Hudson Vegas Investment SPV, LLC. Hudson Vegas Investment Manager, LLC and Daniel Straus disclaim beneficial ownership of these securities other than to the extent they may have a pecuniary interest therein.

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