Edwin A. Poston - Dec 17, 2024 Form 4 Insider Report for P10, Inc. (PX)

Role
Director, Other*
Signature
/s/ Edwin A. Poston
Stock symbol
PX
Transactions as of
Dec 17, 2024
Transactions value $
$0
Form type
4
Date filed
12/19/2024, 04:46 PM
Previous filing
Nov 29, 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 +869K 869K Dec 17, 2024 By TrueBridge Colonial Fund F1, F2, F3

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 -869K -10% 7.82M Dec 17, 2024 Class A Common Stock 869K By TrueBridge Colonial Fund 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 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. On December 17, 2024, TrueBridge Colonial Fund converted 869,441 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock.
F3 Represents securities of the Issuer owned directly by TrueBridge Colonial Fund. First Republic Trust Company of Delaware, as trustee of the TrueBridge Colonial Fund, may be deemed to be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge Colonial Fund. The Reporting Person 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 4 shall not be construed as an admission that the Reporting Person is a beneficial owner of the securities of the Issuer reported herein.

Remarks:

Member of 10% Owner Group. 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.