210 Capital, LLC - Oct 20, 2021 Form 3 Insider Report for P10, Inc. (PX)

Role
10%+ Owner
Signature
210/P10 ACQUISITION PARTNERS, LLC, By: 210 Capital, LLC, Its: Sole Member, By: CovenantRHAPartners,L.P., Its:Member, By: /s/ Robert Alpert, Its: Authorized Signatory, By: CCW/Law Holdings,LLC, Its: Member, By: /s/ C. Clark Webb, Its: Authorized Signatory
Stock symbol
PX
Transactions as of
Oct 20, 2021
Transactions value $
$0
Form type
3
Date filed
10/20/2021, 09:05 PM
Previous filing
Sep 15, 2021
Next filing
Oct 27, 2021

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
holding PX Class B Common Stock Oct 20, 2021 Class A Common Stock 4.91M See Footnote 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 3 is being filed by 210/P10 Acquisition Partners, LLC ("210/P10"), in its capacity as direct holder of shares of Class B Common Stock, 210 Capital, LLC ("210 Capital"), in its capacity as sole member of 210/P10, Covenant RHA Partners, L.P. ("RHA Partners"), in its capacity as member of 210 Capital, CCW/LAW Holdings, LLC ("CCW Holdings"), in its capacity as member of 210 Capital, Mr. Webb, in his capacity as sole member of CCW Holdings, RHA Investments, Inc. ("RHA Investments"), in its capacity as general partner of RHA Partners, and Mr. Alpert, in his capacity as President and sole shareholder of RHA Investments (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his or its pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that such persons are beneficial owners of the securities of the Issuer reported herein.
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. Upon any transfer, Class B Common Stock converts automatically on a one-for-one basis into shares of Class A Common Stock, except in the case of transfers to certain permitted transferees. 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 2: 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 Represents shares of Class B Common Stock owned directly by 210/P10. By virtue of their relationship with 210/P10 described in Footnote 1, each of 210 Capital, RHA Partners, CCW/Law Holdings, RHA Investments, Mr. Webb and Mr. Alpert may be deemed to beneficially own the shares of Class B Common Stock owned directly by 210/P10.

Remarks:

Exhibit 24 - Power of Attorney