Jeff Gehl - Dec 5, 2022 Form 4 Insider Report for P10, Inc. (PX)

Signature
/s/Amanda Coussens as Attorney-in-Fact for the Reporting Person
Stock symbol
PX
Transactions as of
Dec 5, 2022
Transactions value $
-$1,937,520
Form type
4
Date filed
12/7/2022, 03:50 PM
Previous filing
Nov 17, 2022
Next filing
Jan 25, 2023

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 -$1.94M -200K -5.05% $9.69 3.76M Dec 5, 2022 Class A Common Stock 200K By the Jeff P. Gehl Living Trust F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.

Remarks:

Head of Marketing & Distribution