Jon I. Madorsky Revocable Trust dated December 1, 2008 - 31 Dec 2022 Form 5 Insider Report for P10, Inc. (PX)

Role: Other*
Signature: /s/Amanda Coussens as Attorney-in-Fact for the Reporting Person
Issuer symbol: PX
Transactions as of: 31 Dec 2022
Net transactions value: $0
Form type: 5
Filing time: 25 Jan 2023, 18:43:31 UTC
Previous filing: 16 Dec 2022
Next filing: 11 Jan 2024
SEC: View on sec.gov

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	Gift	$0	-15,000	-0.38%	$0.000000	3,946,939	27 Dec 2022	Class A Common Stock	15,000		Direct	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	This Form 4 is being filed by the Jon I. Madorsky Revocable Trust dated December 1, 2008 (the "Madorsky Trust"). Jon I. Madorsky, as trustee of the Madorsky Trust, may be deemed to beneficially own the shares of Class B Common Stock owned directly by the Madorsky Trust.
F2	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.
F3	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.
F4	On December 27, 2022, the Reporting Person gifted 15,000 shares of Class B Common Stock of the Issuer to a charitable foundation, which automatically converted into 15,000 shares of Class A Common Stock of the Issuer upon such transfer in accordance with the terms of the Charter.

Remarks:

The reporting person may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's Common Stock. The securities reported herein do not include securities held by any group member other than the reporting person, as such securities are being reported in separate Form 4 filings.