Edwin A. Poston - Oct 25, 2021 Form 4 Insider Report for P10, Inc. (PX)

Role: Director, Member of 10% Owner Group
Signature: /s/Amanda Coussens, as Attorney-in-Fact for the Reporting Persons
Stock symbol: PX
Transactions as of: Oct 25, 2021
Transactions value $: -$21,665,160
Form type: 4
Date filed: 10/27/2021, 05:56 PM
Previous filing: Oct 20, 2021
Next filing: Nov 22, 2021

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		+11.7K			11.7K	Oct 25, 2021	By MAW Management Co.	F1, F2, F3, F4
transaction	PX	Class A Common Stock	Sale	-$140K	-11.7K	-100%	$12.00	0	Oct 25, 2021	By MAW Management Co.	F1, F4
transaction	PX	Class A Common Stock	Conversion of derivative security		+818K			818K	Oct 25, 2021	By TrueBridge Colonial Fund	F1, F2, F3, F5
transaction	PX	Class A Common Stock	Sale	-$9.82M	-818K	-100%	$12.00	0	Oct 25, 2021	By TrueBridge Colonial Fund	F1, F5
transaction	PX	Class A Common Stock	Conversion of derivative security		+956K			956K	Oct 25, 2021	By Mel Williams Irrevocable Trust	F1, F2, F3, F6
transaction	PX	Class A Common Stock	Sale	-$11.5M	-956K	-100%	$12.00	0	Oct 25, 2021	By Mel Williams Irrevocable Trust	F1, F6
transaction	PX	Class A Common Stock	Conversion of derivative security		+19.3K			19.3K	Oct 25, 2021	By TrueBridge Ascent LLC	F1, F2, F3, F7
transaction	PX	Class A Common Stock	Sale	-$232K	-19.3K	-100%	$12.00	0	Oct 25, 2021	By TrueBridge Ascent LLC	F1, F7

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		-11.7K	-9.67%		109K	Oct 25, 2021	Class A Common Stock	11.7K		By MAW Management Co.	F1, F2, F3, F4
transaction	PX	Class B Common Stock	Conversion of derivative security		-818K	-8.3%		9.04M	Oct 25, 2021	Class A Common Stock	818K		By TrueBridge Colonial Fund	F1, F2, F3, F5
transaction	PX	Class B Common Stock	Conversion of derivative security		-956K	-9.67%		8.93M	Oct 25, 2021	Class A Common Stock	956K		By Mel Williams Irrevocable Trust	F1, F2, F3, F6
transaction	PX	Class B Common Stock	Conversion of derivative security		-19.3K	-9.67%		181K	Oct 25, 2021	Class A Common Stock	19.3K		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 4 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 4 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. 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. On October 25, 2021, each Reporting Person directed the sale of shares of Class B Common Stock, as reported herein, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.
F4	Represents securities of the Issuer owned directly by MAW Management Co. ("MAW Management"). Mr. Williams, as the manager of MAW Management, may be deemed to beneficially own the securities of the Issuer owned directly by MAW Management.
F5	Represents securities of the Issuer 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 securities of the Issuer owned directly by the TrueBridge Fund.
F6	Represents securities of the Issuer 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 securities of the Issuer owned directly by the Mel Trust.
F7	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.