SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* 210 Capital, LLC (Last) (First) (Middle) 4514 COLE AVENUE, SUITE 1600 (Street) DALLAS TX 75205 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2021	3. Issuer Name and Ticker or Trading Symbol P10, Inc. [ PX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	(2)(3)	(2)(3)	Class A Common Stock	4,905,274(2)(3)	(2)(3)	I	See Footnote(4)

1. Name and Address of Reporting Person* 210 Capital, LLC (Last) (First) (Middle) 4514 COLE AVENUE, SUITE 1600 (Street) DALLAS TX 75205 (City) (State) (Zip)

1. Name and Address of Reporting Person* COVENANT RHA PARTNERS, L.P. (Last) (First) (Middle) 4514 COLE AVENUE, SUITE 1600 (Street) DALLAS TX 75205 (City) (State) (Zip)

1. Name and Address of Reporting Person* CCW/LAW Holdings, LLC (Last) (First) (Middle) 4514 COLE AVENUE, SUITE 1600 (Street) DALLAS TX 75205 (City) (State) (Zip)

1. Name and Address of Reporting Person* RHA Investments, Inc. (Last) (First) (Middle) 4514 COLE AVENUE, SUITE 1600 (Street) DALLAS TX 75205 (City) (State) (Zip)

1. Name and Address of Reporting Person* Alpert Robert H (Last) (First) (Middle) 4514 COLE AVENUE, SUITE 1600 (Street) DALLAS TX 75205 (City) (State) (Zip)

1. Name and Address of Reporting Person* Webb C Clark (Last) (First) (Middle) 4514 COLE AVENUE, SUITE 1600 (Street) DALLAS TX 75205 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed by 210/P10 Acquisition Partners, LLC ("210/P10"), in its capacity as direct holder of shares of Class B Common Stock, 210 Capital, LLC ("210 Capital"), in its capacity as sole member of 210/P10, Covenant RHA Partners, L.P. ("RHA Partners"), in its capacity as member of 210 Capital, CCW/LAW Holdings, LLC ("CCW Holdings"), in its capacity as member of 210 Capital, Mr. Webb, in his capacity as sole member of CCW Holdings, RHA Investments, Inc. ("RHA Investments"), in its capacity as general partner of RHA Partners, and Mr. Alpert, in his capacity as President and sole shareholder of RHA Investments (collectively, the "Reporting Persons"). 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 3 shall not be construed as an admission that such persons are beneficial owners of the securities of the Issuer reported herein.

2. 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.

3. 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.

4. Represents shares of Class B Common Stock owned directly by 210/P10. By virtue of their relationship with 210/P10 described in Footnote 1, each of 210 Capital, RHA Partners, CCW/Law Holdings, RHA Investments, Mr. Webb and Mr. Alpert may be deemed to beneficially own the shares of Class B Common Stock owned directly by 210/P10.

Remarks:

Exhibit 24 - Power of Attorney

	210/P10 ACQUISITION PARTNERS, LLC, By: 210 Capital, LLC, Its: Sole Member, By: CovenantRHAPartners,L.P., Its:Member, By: /s/ Robert Alpert, Its: Authorized Signatory, By: CCW/Law Holdings,LLC, Its: Member, By: /s/ C. Clark Webb, Its: Authorized Signatory	10/20/2021
	210 CAPITAL, LLC, By: Covenant RHA Partners, L.P., Its: Member, By: /s/ Robert Alpert, Its: Authorized Signatory, By: CCW/Law Holdings, LLC, Its: Member, By: /s/ C. Clark Webb, Its: Authorized Signatory	10/20/2021
	COVENANT RHA PARTNERS, L.P., By: RHA Investments, Inc., Its: Member, By: /s/ Robert Alpert, Its: Authorized Signatory	10/20/2021
	CCW/LAW HOLDINGS, LLC, By: /s/ C. Clark Webb, Its: Authorized Signatory	10/20/2021
	RHA INVESTMENTS, INC., By: /s/ Robert Alpert, Title: President	10/20/2021
	ROBERT ALPERT, By: /s/ Robert Alpert	10/20/2021
	C. CLARK WEBB, By: /s/ C. Clark Webb	10/20/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Exhibit 24

POWER OF ATTORNEY

 

Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, each of the undersigned hereby constitutes and appoints each of Robert Alpert, C. Clark Webb and Amanda Coussens, and any of their substitutes, signing singly, such undersigned’s true and lawful attorney-in-fact to:

(1)       execute for and on behalf of each undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”), in such undersigned’s capacity, any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for such undersigned to file under Section 16(a) (collectively, “Documents”);

(2)       do and perform any and all acts for and on behalf of such undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)       take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact (or such attorney-in-fact’s substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of such undersigned, is not assuming, nor is such attorney-in-fact’s substitute or substitutes or P10, Inc., a Delaware corporation (the “Company”) assuming, any of such undersigned’s responsibilities to comply with the Exchange Act. Each of the undersigned agrees to defend and hold harmless each attorney-in-fact (and such attorney-in-fact’s substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder.

This Power of Attorney shall remain in full force and effect until such undersigned is no longer required to file Documents with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of October, 2021.

	/s/ Robert Alpert
	ROBERT ALPERT

 

 

	/s/ C. Clark Webb
	C. CLARK WEBB

 

 

	210/P10 ACQUISITION PARTNERS, LLC
	By:	210 Capital, LLC
		Title: Sole Member
	By:	Covenant RHA Partners, L.P.
		Title: Member
	By:	/s/ Robert Alpert
		Name: Robert Alpert
		Title: Authorized Signatory
	By:	CCW/LAW Holdings, LLC
		Title: Member
	By:	/s/ C. Clark Webb
		Name: C. Clark Webb
		Title: Authorized Signatory

  

	210 CAPITAL, LLC
	By:	Covenant RHA Partners, L.P.
		Title: Member
	By:	/s/ Robert Alpert
		Name: Robert Alpert
		Title: Authorized Signatory
	By:	CCW/LAW Holdings, LLC
		Title: Member
	By:	/s/ C. Clark Webb
		Name: C. Clark Webb
		Title: Authorized Signatory

 

 

	Covenant RHA Partners, L.P.
	By:	/s/ Robert Alpert
		Name: Robert Alpert
		Title: Authorized Signatory

 

 

	CCW/LAW Holdings, LLC
	By:	/s/ C. Clark Webb
		Name: C. Clark Webb
		Title: Authorized Signatory