William F. Souder - Oct 20, 2021 Form 3 Insider Report for P10, Inc. (PX)

Role: Chief Operating Officer, Director, Other*
Signature: /s/William F. Souder, individually and as managing member of Souder Family LLC
Stock symbol: PX
Transactions as of: Oct 20, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/20/2021, 09:17 PM
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		By Souder Family LLC	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 Souder Family LLC ("Souder LLC") and Mr. Souder (collectively, the "Reporting Persons"). The Reporting Persons are members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Persons, as such securities are being reported in separate Form 3 filings. The Reporting Persons disclaim 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 the Reporting Persons are the 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 Souder LLC. As the managing member of Souder LLC, Mr. Souder may be deemed to beneficially own the shares of Class B Common Stock owned directly by Souder LLC.

Remarks:

Exhibit 24 - Power of Attorney