Sec Form 3 Filing - Poston Edwin A. @ P10, Inc. - 2021-10-20

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

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1. Name and Address of Reporting Person Poston Edwin A. 2. Issuer Name and Ticker or Trading Symbol P10, Inc. [ PX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) __ X __ Form filed by One Reporting Person _____ 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 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 120,501 ( 2 ) ( 3 ) I ( 4 ) By MAW Management Co. Class B Common Stock ( 1 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 9,856,769 ( 2 ) ( 3 ) I ( 5 ) By TrueBridge Colonial Fund Class B Common Stock ( 1 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 9,886,319 ( 2 ) ( 3 ) I ( 6 ) By Mel Williams Irrevocable Trust Class B Common Stock ( 1 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 200,000 ( 2 ) ( 3 ) I ( 7 ) By TrueBridge Ascent LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Poston Edwin A. C/O P10, INC. 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X Member of 10% Owner Group Signatures /s/Edwin Poston, individually and as Attorney-in-Fact for the other Reporting Person 10/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed by Edwin Poston and Mel Williams (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. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his 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. ( 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 MAW Management Co. ("MAW Management"). Mr. Williams, as the manager of MAW Management, may be deemed to beneficially own the shares of Class B Common Stock owned directly by MAW Management. ( 5 )Represents shares of Class B Common Stock owned directly by the TrueBridge Colonial Fund (the "TrueBridge Fund"). First Republic Trust Company of Delaware, as trustee of the TrueBridge Fund, may be deemed to beneficially own the shares of Class B Common Stock owned directly by the TrueBridge Fund. ( 6 )Represents shares of Class B Common Stock owned directly by the Mel Williams Irrevocable Trust (the "Mel Trust"). Alliance Trust Company, as trustee of the Mel Trust, may be deemed to beneficially own the shares of Class B Common Stock owned directly by the Mel Trust. ( 7 )Represents shares of Class B Common Stock owned directly by TrueBridge Ascent LLC ("TrueBridge Ascent"). Mr. Poston, as manager of TrueBridge LLC, may be deemed to beneficially own the shares of Class B Common Stock owned directly by TrueBridge LLC.

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).

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