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: Souder William F. (Director, Chief Operating Officer, Member of 10% Owner Group)
Reporting Person: Souder Family LLC (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	474540	—	Acquired	474540	Indirect
2021-10-25	Class A Common Stock	S	474540	$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	474540	Disposed		Class A Common Stock (474540)	Indirect

Footnotes

F1: This Form 4 is being filed by Souder Family LLC ("Souder LLC") and Mr. Souder (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 outstanding Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Persons, as such securities are being reported in separate Form 4 filings. The Reporting Persons disclaim 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 the Reporting Persons are the 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 Souder LLC. As the managing member of Souder LLC, Mr. Souder may be deemed to beneficially own the securities of the Issuer owned directly by Souder LLC.