Sec Form 4 Filing - ASCOLESE MARK A @ P10 Industries, Inc. - 2017-05-04

FORM 4 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 ASCOLESE MARK A 2. Issuer Name and Ticker or Trading Symbol P10 Industries, Inc. [ PIOE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O P10 INDUSTRIES, INC., 8214 WESTCHESTER, SUITE 950 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2017 (Street) DALLAS, TX75225 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 Employee Stock Option (Right to Buy) ( 1 ) 03/21/2017 H V 790,000 ( 1 ) ( 1 ) Common Stock 150,000 $ 1 0 D Nonqualified Stock Option (Right to Buy) ( 2 ) 05/04/2017 J( 2 ) 1,600,000 ( 2 ) 05/03/2027 Common Stock 1,600,000 $ 0 1,600,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASCOLESE MARK A C/O P10 INDUSTRIES, INC. 8214 WESTCHESTER, SUITE 950 DALLAS, TX75225 X President and CEO Signatures /s/ Mark A. Ascolese 05/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All outstanding options held by reporting person, with various exercise prices, exercisable dates and expiration dates, were terminated pursuant to a Termination Agreement, in exchange for $1.00. ( 2 )Nonqualified Stock Option granted pursuant to a bankruptcy plan. Exercisable on the sixth trading day after the date of grant. Exercise price is the greater of (i) $0.215 and (ii) the arithmetic mean of the sale process for the Common Stock for the five trading days immediately following the date of grant.

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.
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