Jeff Patrick Gehl - 15 Nov 2022 Form 4 Insider Report for P10, Inc. (PX)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PX	Class B Common Stock	Sale	$2,760,000	-300,000	-7%	$9.20	3,961,939	15 Nov 2022	Class A Common Stock	300,000		By the Jeff P. Gehl Living Trust	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	Holders of Class B Common Stock may elect to convert such shares on a one-for-one basis into Class A Common Stock at any time. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.
F2	Continued from Footnote 1: A "Sunset" is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the "Charter")) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.
F3	Represents securities of the Issuer owned directly by the Jeff P. Gehl Living Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.