Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | PX | Class A Common Stock | Conversion of derivative security | +3.5M | 3.5M | Dec 18, 2023 | See Footnote | F1, F2, F3, F4, F5 | |||
holding | PX | Class A Common Stock | 334K | Dec 18, 2023 | Direct | F1, F2, F6 | |||||
holding | PX | Class A Common Stock | 334K | Dec 18, 2023 | Direct | F1, F2, F7 |
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 | -3.5M | -26.58% | $0.00 | 9.67M | Dec 18, 2023 | Classs A Common Stock | 3.5M | See Footnote | F1, F2, F3, F4, F5 |
Id | Content |
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F1 | This Form 4 is being filed by: (i) 210 Capital, LLC ("210 Capital"), in its capacity as the sole member of 210/P10 Acquisition Partners, LLC, the direct holder of shares of Class B Common Stock ("210/P10"); (ii) Covenant RHA Partners, L.P. ("RHA Partners"), in its capacity as member of 210 Capital; (iii) CCW/LAW Holdings, LLC ("CCW Holdings"), in its capacity as member of 210 Capital; (iv) Mr. Webb, individually and in his capacity as sole member of CCW Holdings, and in his capacity as Executive Vice Chairman of the Issuer; (v) RHA Investments, Inc. ("RHA Investments"), in its capacity as general partner of RHA Partners; and (vi) Mr. Alpert, individually and in his capacity as President and sole shareholder of RHA Investments, and in his capacity as Executive Chairman of the Issuer (collectively, the "Reporting Persons"). |
F2 | (Continued from footnote 1) 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 4 shall not be construed as an admission that such persons are beneficial owners of the securities of the Issuer reported herein. |
F3 | 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. |
F4 | Continued from Footnote 3: 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 December 18, 2023, the Reporting Persons elected to convert 3,500,000 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock. |
F5 | These securities are owned directly by 210/P10. By virtue of their relationship with 210/P10 described in Footnote 1, each Reporting Person may be deemed to beneficially own the securities of the Issuer owned directly by 210/P10. |
F6 | These securities are owned directly by Mr. Alpert. |
F7 | These securities are owned directly by Mr. Webb. |
The Reporting Persons may be deemed to be members of group under Section 13 that collectively beneficially owns more than 10% of the Issuer's Common Stock. In addition, Mr. Alpert serves as Executive Chairman and Mr. Webb serves as Executive Vice Chairman of the Issuer, and each serve as a director on the Board of Directors of the Issuer.