Edwin A. Poston - Oct 20, 2021 Form 3 Insider Report for P10, Inc. (PX)

Role
Director, Member of 10% Owner Group
Signature
/s/Edwin Poston, individually and as Attorney-in-Fact for the other Reporting Person
Stock symbol
PX
Transactions as of
Oct 20, 2021
Transactions value $
$0
Form type
3
Date filed
10/20/2021, 09:21 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 121K By MAW Management Co. F1, F2, F3, F4
holding PX Class B Common Stock Oct 20, 2021 Class A Common Stock 9.86M By TrueBridge Colonial Fund F1, F2, F3, F5
holding PX Class B Common Stock Oct 20, 2021 Class A Common Stock 9.89M By Mel Williams Irrevocable Trust F1, F2, F3, F6
holding PX Class B Common Stock Oct 20, 2021 Class A Common Stock 200K By TrueBridge Ascent LLC F1, F2, F3, F7
* 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 Edwin Poston and Mel Williams (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 Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that the Reporting 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 MAW Management Co. ("MAW Management"). Mr. Williams, as the manager of MAW Management, may be deemed to beneficially own the shares of Class B Common Stock owned directly by MAW Management.
F5 Represents shares of Class B Common Stock owned directly by the TrueBridge Colonial Fund (the "TrueBridge Fund"). First Republic Trust Company of Delaware, as trustee of the TrueBridge Fund, may be deemed to beneficially own the shares of Class B Common Stock owned directly by the TrueBridge Fund.
F6 Represents shares of Class B Common Stock owned directly by the Mel Williams Irrevocable Trust (the "Mel Trust"). Alliance Trust Company, as trustee of the Mel Trust, may be deemed to beneficially own the shares of Class B Common Stock owned directly by the Mel Trust.
F7 Represents shares of Class B Common Stock owned directly by TrueBridge Ascent LLC ("TrueBridge Ascent"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the shares of Class B Common Stock owned directly by TrueBridge LLC.

Remarks:

Exhibit 24 - Power of Attorney