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: Blatherwick Nell M. (Member of 10% Owner Group)
Reporting Person: McCoy David M. (Member of 10% Owner Group)
Reporting Person: Abell Alexander I. (Member of 10% Owner Group)
Reporting Person: Feinglass Michael (Member of 10% Owner Group)
Reporting Person: Nelson Andrew Rowan (Member of 10% Owner Group)
Reporting Person: Thomas P. Danis, Jr. Revocable Living Trust dated March 10, 2003 (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	112603	—	Acquired	112603	Direct
2021-10-25	Class A Common Stock	S	112603	$12	Disposed	0	Direct
2021-10-25	Class A Common Stock	C	474540	—	Acquired	474540	Direct
2021-10-25	Class A Common Stock	S	474540	$12	Disposed	0	Direct
2021-10-25	Class A Common Stock	C	474540	—	Acquired	474540	Direct
2021-10-25	Class A Common Stock	S	474540	$12	Disposed	0	Direct
2021-10-25	Class A Common Stock	C	474540	—	Acquired	474540	Direct
2021-10-25	Class A Common Stock	S	474540	$12	Disposed	0	Direct
2021-10-25	Class A Common Stock	C	313679	—	Acquired	313679	Direct
2021-10-25	Class A Common Stock	S	313679	$12	Disposed	0	Direct
2021-10-25	Class A Common Stock	C	152818	—	Acquired	152818	Direct
2021-10-25	Class A Common Stock	S	152818	$12	Disposed	0	Direct
2021-10-25	Class A Common Stock	C	152818	—	Acquired	152818	Direct
2021-10-25	Class A Common Stock	S	152818	$12	Disposed	0	Direct
2021-10-25	Class A Common Stock	C	112603	—	Acquired	112603	Direct
2021-10-25	Class A Common Stock	S	112603	$12	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-25	Class B Common Stock	$	C	112603	Disposed		Class A Common Stock (112603)	Direct
2021-10-25	Class B Common Stock	$	C	474540	Disposed		Class A Common Stock (474540)	Direct
2021-10-25	Class B Common Stock	$	C	474540	Disposed		Class A Common Stock (474540)	Direct
2021-10-25	Class B Common Stock	$	C	474540	Disposed		Class A Common Stock (474540)	Direct
2021-10-25	Class B Common Stock	$	C	313679	Disposed		Class A Common Stock (313679)	Direct
2021-10-25	Class B Common Stock	$	C	152818	Disposed		Class A Common Stock (152818)	Direct
2021-10-25	Class B Common Stock	$	C	152818	Disposed		Class A Common Stock (152818)	Direct
2021-10-25	Class B Common Stock	$	C	112603	Disposed		Class A Common Stock (112603)	Direct

Footnotes

F1: 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.

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 Ms. Blatherwick.

F5: 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.

F6: 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.

F7: 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.

F8: Represents securities of the Issuer owned directly by Mr. McCoy.

F9: Represents securities of the Issuer owned directly by Mr. Abell.

F10: Represents securities of the Issuer owned directly by Mr. Feinglass.

F11: Representssecurities of the Issuer owned directly by Mr. Nelson.

F12: 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.