Large owner 210 Capital, Llc bought $136,500 worth of shares (10,000 units at $13.65), sold $19,308,489 worth of shares (1,479,730 units at $13.05) and converted options into 2,000,000 shares (SEC Form 4)
$PX
Investment Managers
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
P10, Inc. [ PX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock(1)(2) | 11/20/2024 | S | 800,000 | D | $12.7773(3) | 333,000 | I | See Footnote(4) | ||
| Class A Common Stock(1)(2) | 11/20/2024 | C | 2,000,000 | A | (5)(6) | 2,333,000 | I | See Footnote(4) | ||
| Class A Common Stock(1)(2) | 11/21/2024 | S | 333,000 | D | $13.1941(7) | 2,000,000 | I | See Footnote(4) | ||
| Class A Common Stock(1)(2) | 11/21/2024 | S | 305,850 | D | $13.5217(8) | 30,880 | D(9) | |||
| Class A Common Stock(1)(2) | 11/21/2024 | P(10) | 10,000 | A | $13.65(11) | 40,880 | D(9) | |||
| Class A Common Stock(1)(2) | 11/21/2024 | S | 3,350 | D | $13.66(12) | 37,530 | D(9) | |||
| Class A Common Stock(1)(2) | 11/22/2024 | S | 36,495 | D | $13.6322(13) | 1,035 | D(9) | |||
| Class A Common Stock(1)(2) | 11/22/2024 | S | 1,035 | D | $13.6557(14) | 0 | D(9) | |||
| Class A Common Stock(1)(2) | 339,028 | D(15) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock(1)(2) | (5)(6) | 11/20/2024 | C | 2,000,000 | (5)(6) | (5)(6) | Class A Common Stock | 2,000,000 | $0 | 7,667,397 | I | See Footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is being filed by: (i) 210 Capital, LLC ("210 Capital"), in its capacity as the sole member of 210/P10 Acquisition Partners, LLC, the direct holder of shares of Class B Common Stock ("210/P10"); (ii) Covenant RHA Partners, L.P. ("RHA Partners"), in its capacity as member of 210 Capital; (iii) CCW/LAW Holdings, LLC ("CCW Holdings"), in its capacity as member of 210 Capital; (iv) Mr. Webb, individually and in his capacity as sole member of CCW Holdings; (v) RHA Investments, Inc. ("RHA Investments"), in its capacity as general partner of RHA Partners; and (vi) Mr. Alpert, individually and in his capacity as President and sole shareholder of RHA Investments (collectively, the "Reporting Persons"). |
| 2. (Continued from footnote 1) 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 4 shall not be construed as an admission that such persons are beneficial owners of the securities of the Issuer reported herein. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.30 to $13.135, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| 4. These securities are owned directly by 210/P10. By virtue of their relationship with 210/P10 described in Footnote 1, each Reporting Person may be deemed to beneficially own the securities of the Issuer owned directly by 210/P10. |
| 5. 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. |
| 6. Continued from Footnote 5: 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 20, 2024, the Reporting Persons elected to convert 2,000,000 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.405, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.32 to $13.64, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| 9. These securities are owned directly by Mr. Webb. |
| 10. Reflects an inadvertent purchase not directed by Mr. Webb. Without admitting that error trades are subject to reporting or disgorgement under Section 16, Mr. Webb has agreed to voluntarily disgorge the short swing profits realized by Mr. Webb as a result of any relevant transactions. Prior to filing this Form 4, Mr. Webb contacted the Issuer to make arrangements for payment of such disgorgement. |
| 11. The price reported in Column 4 is the price per share for a single transaction. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.66 to $13.6601, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.6295 to $13.6498, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| 14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.6504 to $13.6594, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| 15. These securities are owned directly by Mr. Alpert. |
| Remarks: |
| The Reporting Persons may be deemed to be members of group under Section 13 that collectively beneficially owns more than 10% of the Issuer's Common Stock. |
| /s/C. Clark Webb, as Attorney-in-Fact for the Reporting Persons | 11/22/2024 | |
| ** 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. | ||