Sec Form 4 Filing - 210 Capital, LLC @ P10, Inc. - 2023-10-23

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 210 Capital, LLC 2. Issuer Name and Ticker or Trading Symbol P10, Inc. [ PX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O P10, INC., 4514 COLE AVENUE, SUITE 1600 3. Date of Earliest Transaction (MM/DD/YY) 10/23/2023 (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 Class A Common Stock ( 1 ) ( 2 ) 10/23/2023 M 143,860 A 169,258 D ( 4 ) Class A Common Stock ( 1 ) ( 2 ) 10/23/2023 F 56,839 D $ 9.3 112,419 D ( 4 ) Class A Common Stock ( 1 ) ( 2 ) 10/23/2023 M 143,860 A 169,258 D ( 5 ) Class A Common Stock ( 1 ) ( 2 ) 10/23/2023 F 56,839 D $ 9.3 112,419 D ( 5 ) Class A Common Stock ( 1 ) ( 2 ) 10/23/2023 A 365,592 ( 6 ) A $ 9.3 478,011 D ( 4 ) Class A Common Stock ( 1 ) ( 2 ) 10/23/2023 F 143,861 D $ 9.3 33 4,150 D ( 4 ) Class A Common Stock ( 1 ) ( 2 ) 10/23/2023 A 365,592 ( 7 ) A $ 9.3 478,011 D ( 5 ) Class A Common Stock ( 1 ) ( 2 ) 10/23/2023 F 143,861 D $ 9.3 334,150 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 (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 Restricted Stock Units ( 1 ) ( 2 ) ( 3 ) 10/23/2023 M 143,860 ( 8 ) ( 8 ) Class A Common Stock 143,860 $ 0 0 D ( 4 ) Restricted Stock Units ( 1 ) ( 2 ) ( 3 ) 10/23/2023 M 143,860 ( 9 ) ( 9 ) Class A Common Stock 143,860 $ 0 0 D ( 5 ) Restricted Stock Units ( 1 ) ( 2 ) ( 3 ) 10/23/2023 A 107,527 ( 10 ) ( 10 ) Class A Common Stock 107,527 $ 0 107,527 D ( 4 ) Restricted Stock Units ( 1 ) ( 2 ) ( 3 ) 10/23/2023 A 10,753 ( 11 ) ( 11 ) Class A Common Stock 10,753 $ 0 10,753 D ( 5 ) Stock Option (right to buy) ( 1 ) ( 2 ) $ 9.17 10/23/2023 A 196,434 10/23/2023( 12 ) 10/23/2034( 12 ) Class A Common Stock 196,434 $ 0 196,434 D ( 4 ) Stock Option (right to buy) ( 1 ) ( 2 ) $ 9.17 10/23/2023 A 196,434 10/23/2023( 13 ) 10/23/2034( 13 ) Class A Common Stock 196,434 $ 0 196,434 D ( 5 ) Stock Option (right to buy) ( 1 ) ( 2 ) $ 9.93 10/23/2023( 14 ) 03/09/2033 Class A Common Stock 228,659 228,659 D ( 4 ) Stock Option (right to buy) ( 1 ) ( 2 ) $ 9.93 10/23/2023( 15 ) 03/09/2033 Class A Common Stock 228,659 228,659 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 210 Capital, LLC C/O P10, INC. 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X X See Remarks Alpert Robert H 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X X See Remarks Webb C Clark 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X X See Remarks COVENANT RHA PARTNERS, L.P. 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X CCW/LAW Holdings, LLC 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X RHA Investments, Inc. 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X Signatures /s/Amanda Coussens as Attorney-in-Fact for the Reporting Persons 10/25/2023 Signature of Reporting Person Date

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 Executive Vice Chairman 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 Executive Chairman 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 )Pursuant to an Executive Transition Agreement between the Issuer and Mr. Webb (the "Webb Transition Agreement"), effective October 23, 2023, Mr. Webb was granted 365,592 fully vested shares of Class A Common Stock in lieu of cash. ( 7 )Pursuant to an Executive Transition Agreement between the Issuer and Mr. Alpert (the "Alpert Transition Agreement"), effective October 23, 2023, Mr. Alpert was granted 365,592 fully vested shares of Class A Common Stock in lieu of cash. ( 8 )On March 9, 2023, Mr. Webb was granted a total of 143,860 RSUs. Pursuant to the Webb Transition Agreement, all of these RSUs became immediately vested effective October 23, 2023. ( 9 )On March 9, 2023, Mr. Alpert was granted a total of 143,860 RSUs. Pursuant to the Alpert Transition Agreement, all of these RSUs became immediately vested effective October 23, 2023. ( 10 )Effective October 23, 2023, pursuant to the Webb Transition Agreement, Mr. Webb was granted 107,527 RSUs, all of which will vest on the first anniversary of the grant date (October 23, 2024). ( 11 )Effective October 23, 2023, pursuant to the Alpert Transition Agreement, Mr. Alpert was granted 10,753 RSUs, all of which will vest on the first anniversary of the grant date (October 23, 2024). ( 12 )Effective October 23, 2023, pursuant to the Webb Transition Agreement, Mr. Webb was granted 196,434 stock options, all of which were immediately vested and exercisable upon such grant. ( 13 )Effective October 23, 2023, pursuant to the Alpert Transition Agreement, Mr. Alpert was granted 196,434 stock options, all of which were immediately vested and exercisable upon such grant. ( 14 )On March 9, 2023, Mr. Webb was granted a total of 228,659 stock options. Pursuant to the Webb Transition Agreement, all of these stock options became immediately vested and exercisable effective on October 23, 2023. ( 15 )On March 9, 2023, Mr. Alpert was granted a total of 228,659 stock options. Pursuant to the Alpert Transition Agreement, all of these stock options became immediately vested and exercisable effective on October 23, 2023.

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. Alper serves as Executive Chairman and Mr. Webb serves as Executive Vice Chairman of the Issuer, and each serve as a director on the Board of Directors of the Issuer.

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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