P10, Inc. — Director's Dealing 2022

Dec 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: P10, Inc. (PX)
CIK: 0001841968
Period of Report: 2022-12-05

Reporting Person: Gehl Jeff Patrick (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-05	Class B Common Stock	$	S	200000	Disposed		Class A Common Stock (200000)	Indirect

Footnotes

F1: 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.

F2: Continued from Footnote 1: 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.

F3: Represents securities of the Issuer owned directly by the Jeff P. Gehl Living Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.