SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
P10, Inc. [ PX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock(1)(2) | 03/02/2023 | M | 33,540 | A | (3) | 33,540 | D(4) | |||
| Class A Common Stock(1)(2) | 03/02/2023 | F | 8,142 | D | $10.82 | 25,398 | D(4) | |||
| Class A Common Stock(1)(2) | 03/02/2023 | M | 33,540 | A | (3) | 33,540 | D(5) | |||
| Class A Common Stock(1)(2) | 03/02/2023 | F | 8,142 | D | $10.82 | 25,398 | D(5) | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(1)(2) | (3) | 03/02/2023 | M | 33,540 | (6) | (6) | Classs A Common Stock | 33,540 | $0.00 | 0 | D(4) | ||||
| Restricted Stock Units(1)(2) | (3) | 03/02/2023 | M | 33,540 | (7) | (7) | Classs A Common Stock | 33,540 | $0.00 | 0 | D(5) | ||||
| Restricted Stock Units(1)(2) | (3) | 03/09/2023 | A | 136,668 | (8) | (8) | Classs A Common Stock | 136,668 | $0.00 | 136,668 | D(4) | ||||
| Restricted Stock Units(1)(2) | (3) | 03/09/2023 | A | 136,668 | (9) | (9) | Classs A Common Stock | 136,668 | $0.00 | 136,668 | D(5) | ||||
| Stock Option (right to buy)(1)(2) | $9.93 | 03/09/2023 | A | 228,659 | (10) | 03/09/2033 | Classs A Common Stock | 228,659 | $0.00 | 228,659 | D(4) | ||||
| Stock Option (right to buy)(1)(2) | $9.93 | 03/09/2023 | A | 228,659 | (11) | 03/09/2033 | Classs A Common Stock | 228,659 | $0.00 | 228,659 | D(5) | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. This Form 4 is being filed by: (i) 210 Capital, LLC ("210 Capital"), in its capacity as the sole member of the direct holder of shares of Class B Common Stock; (ii) Covenant RHA Partners, L.P. ("RHA Partners"), in its capacity as member of 210 Capital; (iii) CCW/LAW Holdings, LLC ("CCW Holdings"), in its capacity as member of 210 Capital; (iv) Mr. Webb, individually and in his capacity as sole member of CCW Holdings, and in his capacity as Co-Chief Executive Officer of the Issuer; (v) RHA Investments, Inc. ("RHA Investments"), in its capacity as general partner of RHA Partners; and (vi) Mr. Alpert, individually and in his capacity as President and sole shareholder of RHA Investments, and in his capacity as Co-Chief Executive Officer of the Issuer (collectively, the "Reporting Persons"). |
| 2. (Continued from footnote 1) Each Reporting Person disclaims 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 such persons are beneficial owners of the securities of the Issuer reported herein. |
| 3. Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. |
| 4. These securities are owned directly by Mr. Webb. |
| 5. These securities are owned directly by Mr. Alpert. |
| 6. On March 2, 2022, Mr. Webb was granted 33,540 RSUs, all of which vested on the first anniversary of such grant date. |
| 7. On March 2, 2022, Mr. Alpert was granted 33,540 RSUs, all of which vested on the first anniversary of such grant date. |
| 8. On March 9, 2023, Mr. Webb was granted a total of 136,668 RSUs, all of which will vest on the first anniversary of the grant date (March 9, 2024), provided that Mr. Webb remains in continuous service with the Issuer through such date. |
| 9. On March 9, 2023, Mr. Alpert was granted a total of 136,668 RSUs, all of which will vest on the first anniversary of the grant date (March 9, 2024), provided that Mr. Alpert remains in continuous service with the Issuer through such date. |
| 10. On March 9, 2023, Mr. Webb was granted a total of 228,659 stock options, all of which will vest on the fifth anniversary of the grant date (March 9, 2028), provided that Mr. Webb remains in continuous service with the Issuer through such date. |
| 11. On March 9, 2023, Mr. Alpert was granted a total of 228,659 stock options, all of which will vest on the fifth anniversary of the grant date (March 9, 2028), provided that Mr. Alpert remains in continuous service with the Issuer through such date. |
| Remarks: |
| The Reporting Persons may be deemed to be members of group under Section 13 that collectively beneficially owns more than 10% of the Issuer's Common Stock. In addition, Mr. Webb and Mr. Alpert each serve as Co-Chief Executive Officer of the Issuer and as a director on the Board of Directors of the Issuer. |
| /s/Amanda Coussens as Attorney-in-Fact for the Reporting Persons | 03/13/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||