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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blatherwick Nell M.

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
P10, Inc. [ PX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		C		40,053	A	⁽²⁾⁽³⁾	40,053	D⁽⁴⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		S		40,053	D	$12	0	D⁽⁴⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		C		168,795	A	⁽²⁾⁽³⁾	168,795	D⁽⁵⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		S		168,795	D	$12	0	D⁽⁵⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		C		168,795	A	⁽²⁾⁽³⁾	168,795	D⁽⁶⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		S		168,795	D	$12	0	D⁽⁶⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		C		168,795	A	⁽²⁾⁽³⁾	168,795	D⁽⁷⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		S		168,795	D	$12	0	D⁽⁷⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		C		111,577	A	⁽²⁾⁽³⁾	111,577	D⁽⁸⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		S		111,577	D	$12	0	D⁽⁸⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		C		54,358	A	⁽²⁾⁽³⁾	54,358	D⁽⁹⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		S		54,358	D	$12	0	D⁽⁹⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		C		54,358	A	⁽²⁾⁽³⁾	54,358	D⁽¹⁰⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		S		54,358	D	$12	0	D⁽¹⁰⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		C		40,053	A	⁽²⁾⁽³⁾	40,053	D⁽¹¹⁾
Class A Common Stock⁽¹⁾⁽¹²⁾	11/18/2021		S		40,053	D	$12	0	D⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽¹⁾⁽¹²⁾	⁽²⁾⁽³⁾	11/18/2021		C			40,053	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	112,603	⁽²⁾⁽³⁾	1,011,307	D⁽⁴⁾
Class B Common Stock⁽¹⁾⁽¹²⁾	⁽²⁾⁽³⁾	11/18/2021		C			168,795	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	474,540	⁽²⁾⁽³⁾	4,261,939	D⁽⁵⁾
Class B Common Stock⁽¹⁾⁽¹²⁾	⁽²⁾⁽³⁾	11/18/2021		C			168,795	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	474,540	⁽²⁾⁽³⁾	4,261,939	D⁽⁶⁾
Class B Common Stock⁽¹⁾⁽¹²⁾	⁽²⁾⁽³⁾	11/18/2021		C			168,795	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	474,540	⁽²⁾⁽³⁾	4,261,939	D⁽⁷⁾
Class B Common Stock⁽¹⁾⁽¹²⁾	⁽²⁾⁽³⁾	11/18/2021		C			111,577	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	313,679	⁽²⁾⁽³⁾	2,817,213	D⁽⁸⁾
Class B Common Stock⁽¹⁾⁽¹²⁾	⁽²⁾⁽³⁾	11/18/2021		C			54,358	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	152,818	⁽²⁾⁽³⁾	1,372,489	D⁽⁹⁾
Class B Common Stock⁽¹⁾⁽¹²⁾	⁽²⁾⁽³⁾	11/18/2021		C			54,358	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	152,818	⁽²⁾⁽³⁾	1,372,489	D⁽¹⁰⁾
Class B Common Stock⁽¹⁾⁽¹²⁾	⁽²⁾⁽³⁾	11/18/2021		C			40,053	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	112,603	⁽²⁾⁽³⁾	1,011,307	D⁽¹¹⁾

1. Name and Address of Reporting Person^*

Blatherwick Nell M.

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

McCoy David M.

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Abell Alexander I.

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Feinglass Michael

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Nelson Andrew Rowan

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thomas P. Danis, Jr. Revocable Living Trust dated March 10, 2003

(Last)

(First)

(Middle)

C/O P10, INC.

4514 COLE AVENUE, SUITE 1600

(Street)

DALLAS

75205

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is being filed by (i) Nell M. Blatherwick, (ii) the Thomas P. Danis, Jr. Revocable Living Trust (the "Danis Trust"), (iii) Thomas P. Danis, as trustee of the Danis Trust, (iv) the Charles K. Huebner Trust (the "Huebner Trust"), (v) Charles K. Huebner, as trustee of the Huebner Trust, (vi) the Jon I. Madorsky Revocable Trust (the "Madorsky Trust"), (vii) Jon I. Madorsky, as trustee of the Madorsky Trust, (viii) David McCoy, (ix) Alexander Abell, (x) Michael Feinglass and (xi) Andrew Nelson (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. The securities reported herein do not include securities held by any group member other than the Reporting Persons, as such securities are being reported in separate Form 4 filings.

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. 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. On November 18, 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.

4. Represents securities of the Issuer owned directly by Ms. Blatherwick.

5. Represents securities of the Issuer beneficially owned by the Danis Trust and includes securities owned directly by Prism 2 LLC, of which Mr. Danis and his wife are co-managers and of which the Danis Trust is a member. Mr. Danis, as trustee of the Danis Trust, may be deemed to beneficially own the shares of Class B Common Stock beneficially owned by the Danis Trust.

6. Represents securities of the Issuer owned directly by the Huebner Trust. Mr. Huebner, as trustee of the Huebner Trust, may be deemed to beneficially own the securities of the Issuer owned directly by Mr. Huebner.

7. Represents securities of the Issuer owned directly by the Madorsky Trust. Mr. Madorsky, as the trustee of the Madorsky Trust, may be deemed to beneficially own the shares of Class B Common Stock owned directly by the Madorsky Trust.

8. Represents securities of the Issuer owned directly by Mr. McCoy.

9. Represents securities of the Issuer owned directly by Mr. Abell.

10. Represents securities of the Issuer owned directly by Mr. Feinglass.

11. Represents securities of the Issuer owned directly by Mr. Nelson.

12. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his, her or its 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.

	/s/William F. Souder, as Attorney-in-Fact for the Reporting Persons	11/22/2021
	** 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 4 (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.