Sec Form 3 Filing - Blatherwick Nell M. @ P10, Inc. - 2021-10-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Blatherwick Nell M.
2. Issuer Name and Ticker or Trading Symbol
P10, Inc. [ PX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% Owner Group
(Last) (First) (Middle)
C/O P10, INC., 4514 COLE AVENUE, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2021
(Street)
DALLAS, TX75205
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock ( 1 ) ( 12 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 1,163,963 ( 2 ) ( 3 ) D ( 4 )
Class B Common Stock ( 1 ) ( 12 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 4,905,274 ( 2 ) ( 3 ) D ( 5 )
Class B Common Stock ( 1 ) ( 12 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 4,905,274 ( 2 ) ( 3 ) D ( 6 )
Class B Common Stock ( 1 ) ( 12 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 4,905,274 ( 2 ) ( 3 ) D ( 7 )
Class B Common Stock ( 1 ) ( 12 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 3,242,469 ( 2 ) ( 3 ) D ( 8 )
Class B Common Stock ( 1 ) ( 12 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 1,579,665 ( 2 ) ( 3 ) D ( 9 )
Class B Common Stock ( 1 ) ( 12 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 1,579,665 ( 2 ) ( 3 ) D ( 10 )
Class B Common Stock ( 1 ) ( 12 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 1,163,963 ( 2 ) ( 3 ) D ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blatherwick Nell M.
C/O P10, INC.
4514 COLE AVENUE, SUITE 1600
DALLAS, TX75205
Member of 10% Owner Group
McCoy David M.
C/O P10, INC.
4514 COLE AVENUE, SUITE 1600
DALLAS, TX75205
Member of 10% Owner Group
Abell Alexander I.
C/O P10, INC.
4514 COLE AVENUE, SUITE 1600
DALLAS, TX75205
Member of 10% Owner Group
Feinglass Michael
C/O P10, INC.
4514 COLE AVENUE, SUITE 1600
DALLAS, TX75205
Member of 10% Owner Group
Nelson Andrew Rowan
C/O P10, INC.
4514 COLE AVENUE, SUITE 1600
DALLAS, TX75205
Member of 10% Owner Group
Signatures
/s/William F. Souder, as Attorney-in-Fact for the Reporting Persons 10/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 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 3 filings.
( 2 )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. Upon any transfer, Class B Common Stock converts automatically on a one-for-one basis into shares of Class A Common Stock, except in the case of transfers to certain permitted transferees. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.
( 3 )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.
( 4 )Represents shares of Class B Common Stock owned directly by Ms. Blatherwick.
( 5 )Represents shares of Class B Common Stock beneficially owned by the Danis Trust and includes 700,000 shares 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.
( 6 )Represents shares of Class B Common Stock owned directly by the Huebner Trust. Mr. Huebner, as trustee of the Huebner Trust, may be deemed to beneficially own the shares of Class B Common Stock owned directly by Mr. Huebner.
( 7 )Represents shares of Class B Common Stock 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.
( 8 )Represents shares of Class B Common Stock owned directly by Mr. McCoy.
( 9 )Represents shares of Class B Common Stock owned directly by Mr. Abell.
( 10 )Represents shares of Class B Common Stock owned directly by Mr. Feinglass.
( 11 )Represents shares of Class B Common Stock owned directly by Mr. Nelson.
( 12 )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 3 shall not be construed as an admission that the Reporting Persons are beneficial owners of the securities of the Issuer reported herein.

Remarks:
Exhibit 24 - Power of Attorney

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.