Edwin A. Poston - Nov 27, 2023 Form 4 Insider Report for P10, Inc. (PX)

Role
Director, Other*
Signature
/s/Amanda Coussens as Attorney-in-Fact for Edwin A. Poston
Stock symbol
PX
Transactions as of
Nov 27, 2023
Transactions value $
-$179,654
Form type
4
Date filed
12/1/2023, 05:51 PM
Previous filing
Mar 17, 2023
Next filing
Mar 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PX Class A Common Stock Conversion of derivative security +18.6K 18.6K Nov 27, 2023 By TrueBridge Ascent LLC F1, F2, F3
transaction PX Class A Common Stock Sale -$180K -18.6K -100% $9.66 0 Nov 28, 2023 By TrueBridge Ascent LLC F3, F4
holding PX Class A Common Stock 23.5K Nov 27, 2023 Direct

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 Conversion of derivative security $0 -18.6K -10.7% $0.00 155K Nov 27, 2023 Classs A Common Stock 18.6K By TrueBridge Ascent LLC 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. On November 27, 2023, the Reporting Person elected to convert 18,595 shares of Class B Common Stock held directly by TrueBridge LLC, and on November 28, 2023, the Reporting Person direct the sale of the corresponding 18,595 shares of Class A Common Stock received following such conversion.
F3 Represents securities of the Issuer owned directly by TrueBridge Ascent LLC ("TrueBridge LLC"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge LLC.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.65 to $9.67, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

Remarks:

Member of 10% Owner Group (see Footnote 1) This Form 4 is being filed on behalf of Edwin A. Poston (the "Reporting Person"). The Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's Common Stock. The securities reported herein do not include securities of the Issuer held by any other group member other than those securities held directly or indirectly by the Reporting Person. In addition, the Reporting Person serves as a director on the board of directors of the Issuer.