P10, Inc. — Director's Dealing 2021

Oct 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: P10, Inc. (PX)
CIK: 0001841968
Period of Report: 2021-10-25

Reporting Person: Poston Edwin A. (Director, Member of 10% Owner Group)
Reporting Person: TrueBridge Colonial Fund, u/a dated 11/15/2015 (Member of 10% Owner Group)
Reporting Person: Williams Mel (Member of 10% Owner Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-25	Class A Common Stock	C	11657	—	Acquired	11657	Indirect
2021-10-25	Class A Common Stock	S	11657	$12	Disposed	0	Indirect
2021-10-25	Class A Common Stock	C	818016	—	Acquired	818016	Indirect
2021-10-25	Class A Common Stock	S	818016	$12	Disposed	0	Indirect
2021-10-25	Class A Common Stock	C	956409	—	Acquired	956409	Indirect
2021-10-25	Class A Common Stock	S	956409	$12	Disposed	0	Indirect
2021-10-25	Class A Common Stock	C	19348	—	Acquired	19348	Indirect
2021-10-25	Class A Common Stock	S	19348	$12	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-25	Class B Common Stock	$	C	11657	Disposed		Class A Common Stock (11657)	Indirect
2021-10-25	Class B Common Stock	$	C	818016	Disposed		Class A Common Stock (818016)	Indirect
2021-10-25	Class B Common Stock	$	C	956409	Disposed		Class A Common Stock (956409)	Indirect
2021-10-25	Class B Common Stock	$	C	19348	Disposed		Class A Common Stock (19348)	Indirect

Footnotes

F1: This Form 4 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 4 shall not be construed as an admission that the Reporting Persons are beneficial owners of the securities of the Issuer reported herein.

F2: 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.

F3: 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 October 25, 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.

F4: Represents securities of the Issuer owned directly by MAW Management Co. ("MAW Management"). Mr. Williams, as the manager of MAW Management, may be deemed to beneficially own the securities of the Issuer owned directly by MAW Management.

F5: Represents securities of the Issuer 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 securities of the Issuer owned directly by the TrueBridge Fund.

F6: Represents securities of the Issuer 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 securities of the Issuer owned directly by the Mel Trust.

F7: Represents securities of the Issuer owned directly by TrueBridge Ascent LLC ("TrueBridge LLC"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the securities of the Issuer owned directly by TrueBridge LLC.