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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
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P10, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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69376K106
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(CUSIP Number)
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December 31, 2023
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Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
◻ Rule 13d-1(b)
☒ Rule 13d-1(c)
◻ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.69376K106
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13G/A
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1
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NAMES OF REPORTING PERSONS
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The Conversant Opportunity Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,295,184
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,295,184
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,295,184
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 69376K106
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13G/A
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1
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NAMES OF REPORTING PERSONS
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Conversant GP Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,295,184
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,295,184
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,295,184
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 69376K106
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13G/A
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1
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NAMES OF REPORTING PERSONS
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Conversant Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,295,184
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,295,184
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,295,184
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, IA
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CUSIP No. 69376K106
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13G/A
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1
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NAMES OF REPORTING PERSONS
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Michael Simanovsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,295,184
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,295,184
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,295,184
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|||
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||||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
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||
|
☐
|
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.4%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1. (a) Name of Issuer
The name of the issuer is P10, Inc. (the “Company”).
Item 1. (b) Address of Issuer’s Principal
Executive Offices
The Company’s principal executive offices are located at 4514 Cole Avenue, Suite 1600, Dallas, TX, 75205.
Item 2. (a) Name
of Person Filing
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(i)
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The Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (“Opportunity Master”); | |
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(ii)
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Conversant GP Holdings LLC, a Delaware limited liability company (“Conversant GP”), which serves as the general partner of Opportunity Master; | |
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(iii)
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Conversant Capital LLC, a Delaware limited liability company (“Conversant Capital”), which serves as the investment manager to Opportunity Master; and | |
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(iv)
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Michael Simanovsky, an individual, who serves as sole managing member of Conversant GP and Conversant Capital. |
Opportunity Master, Conversant GP, Conversant Capital, and Mr. Simanovsky are hereinafter sometimes collectively referred to as the “Reporting
Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons are filing this statement jointly with
respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group.
Item 2. (c) Citizenship
Item 2. (d) Title of Class of Securities
Class A Common Stock, $0.001 par value per share (“Class A Common Stock”).
Item 2. (e) CUSIP
Number
The CUSIP number for the Class A Common Stock is 69376K106.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable
Item 4. Ownership
The information in Items 5
through 9 and Item 11 on the cover pages to this Schedule 13G/A is hereby incorporated by reference.
The percentages used herein are calculated based upon 53,122,612 shares of Class A Common Stock as of November 10, 2023 as represented in the Company's 10-Q filed with the Securities and Exchange Commission on November 13, 2023.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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The information in Items 2 and 4 is hereby incorporated by reference.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: February 14, 2024
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CONVERSANT OPPORTUNITY MASTER FUND LP
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By:
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Conversant GP Holdings LLC
/s/ Paul Dumaine
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| Name: Paul Dumaine | |||
| Title: General Counsel and Chief Compliance Officer |
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CONVERSANT GP HOLDINGS LLC
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By:
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/s/ Paul Dumaine | |
| Name: Paul Dumaine | |||
| Title: General Counsel and Chief Compliance Officer | |||
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CONVERSANT CAPITAL LLC
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By:
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/s/ Paul Dumaine | |
| Name: Paul Dumaine | |||
| Title: General Counsel and Chief Compliance Officer | |||
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MICHAEL SIMANOVSKY
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By:
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/s/ Paul Dumaine | |
| Attorney-in-Fact for Michael Simanovsky | |||
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G/A in respect of the Class A Common Stock of P10, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on
Schedule 13G/A may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
EXECUTED February 14, 2024
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CONVERSANT OPPORTUNITY MASTER FUND LP
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By:
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Conversant GP Holdings LLC
/s/ Paul Dumaine
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| Name: Paul Dumaine | |||
| Title: General Counsel and Chief Compliance Officer |
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CONVERSANT GP HOLDINGS LLC
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By:
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/s/ Paul Dumaine | |
| Name: Paul Dumaine | |||
| Title: General Counsel and Chief Compliance Officer | |||
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CONVERSANT CAPITAL LLC
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By:
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/s/ Paul Dumaine | |
| Name: Paul Dumaine | |||
| Title: General Counsel and Chief Compliance Officer | |||
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MICHAEL SIMANOVSKY
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By:
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/s/ Paul Dumaine | |
| Attorney-in-Fact for Michael Simanovsky | |||