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SEC FORM 3 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^*

Poston Edwin A.

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% Owner Group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Common Stock⁽¹⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	120,501⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I⁽⁴⁾	By MAW Management Co.
Class B Common Stock⁽¹⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	9,856,769⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I⁽⁵⁾	By TrueBridge Colonial Fund
Class B Common Stock⁽¹⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	9,886,319⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I⁽⁶⁾	By Mel Williams Irrevocable Trust
Class B Common Stock⁽¹⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	200,000⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I⁽⁷⁾	By TrueBridge Ascent LLC

Explanation of Responses:

1. This Form 3 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 3 shall not be construed as an admission that the Reporting 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 MAW Management Co. ("MAW Management"). Mr. Williams, as the manager of MAW Management, may be deemed to beneficially own the shares of Class B Common Stock owned directly by MAW Management.

5. Represents shares of Class B Common Stock 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 shares of Class B Common Stock owned directly by the TrueBridge Fund.

6. Represents shares of Class B Common Stock 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 shares of Class B Common Stock owned directly by the Mel Trust.

7. Represents shares of Class B Common Stock owned directly by TrueBridge Ascent LLC ("TrueBridge Ascent"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the shares of Class B Common Stock owned directly by TrueBridge LLC.

Remarks:

Exhibit 24 - Power of Attorney

	/s/Edwin Poston, individually and as Attorney-in-Fact for the other Reporting Person	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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, Amanda Coussens and Edwin Poston, 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/ Edwin Poston
	Edwin Poston

	/s/ Mel Williams
	Mel Williams