Sec Form 13D Filing - 210 Capital LLC filing for P10 Inc. (PX) - 2024-10-08

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 210 Capital, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 99,423,970 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 12,417,397

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 12,417,397 ⁽²⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 19.5% ⁽³⁾

 TYPE OF REPORTING PERSON (See Instructions)

 OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. 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.

These shares include: (i) 2,750,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,971,647 shares of Class A common stock outstanding as of August 5, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on August 9, 2024, plus (ii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

 NAMES OF REPORTING PERSONS

 210/P10 Acquisition Partners, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 99,423,970 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 12,417,397

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 12,417,397 ⁽²⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 19.5% ⁽³⁾

 TYPE OF REPORTING PERSON (See Instructions)

 OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. 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.

These shares include: (i) 2,750,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,971,647 shares of Class A common stock outstanding as of August 5, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on August 9, 2024, plus (ii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

 NAMES OF REPORTING PERSONS

 CCW/LAW Holdings, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 99,423,970 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 12,417,397

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 12,417,397 ⁽²⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 19.5% ⁽³⁾

 TYPE OF REPORTING PERSON (See Instructions)

 OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. 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.

These shares include: (i) 2,750,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,971,647 shares of Class A common stock outstanding as of August 5, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on August 9, 2024, plus (ii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

 NAMES OF REPORTING PERSONS

 Covenant RHA Partners, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 99,423,970 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 12,417,397

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 12,417,397 ⁽²⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 19.5% ⁽³⁾

 TYPE OF REPORTING PERSON (See Instructions)

 OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. 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.

These shares include: (i) 2,750,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,971,647 shares of Class A common stock outstanding as of August 5, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on August 9, 2024, plus (ii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

 NAMES OF REPORTING PERSONS

 RHA Investments, Inc.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 99,423,970 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 12,417,397

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 12,417,397 ⁽²⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 19.5% ⁽³⁾

 TYPE OF REPORTING PERSON (See Instructions)

 CO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. 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.

These shares include: (i) 2,750,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,971,647 shares of Class A common stock outstanding as of August 5, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on August 9, 2024, plus (ii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

 NAMES OF REPORTING PERSONS

 Robert Alpert

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 764,121 ⁽¹⁾

 SHARED VOTING POWER

 99,423,970 ⁽²⁾

 SOLE DISPOSITIVE POWER

 764,121 ⁽¹⁾

 SHARED DISPOSITIVE POWER

 12,417,397 ⁽³⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 13,181,518

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 20.9% ⁽⁴⁾

 TYPE OF REPORTING PERSON (See Instructions)

 IN

This amount includes 425,093 shares of Class A common stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date hereof.

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. 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.

These shares include: (i) 2,750,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,971,647 shares of Class A common stock outstanding as of August 5, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on August 9, 2024, plus (ii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock, plus (iii) 425,093 shares of Class A common stock underlying stock options held by Mr. Alpert that are exercisable as of the date hereof.

 NAMES OF REPORTING PERSONS

 C. Clark Webb

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 OO

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 1,201,307 ⁽¹⁾

 SHARED VOTING POWER

 99,423,970 ⁽²⁾

 SOLE DISPOSITIVE POWER

 1,201,307 ⁽¹⁾

 SHARED DISPOSITIVE POWER

 12,417,397 ⁽³⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 13,618,704

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 21.1% ⁽⁴⁾

 TYPE OF REPORTING PERSON (See Instructions)

 IN

This amount includes: (i) 425,093 shares of Class A common stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date hereof; and (ii) 442,064 restricted stock units that are scheduled to vest within 60 days after the date hereof.

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. 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.

These shares include: (i) 2,750,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,971,647 shares of Class A common stock outstanding as of August 5, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on August 9, 2024, plus (ii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock, plus (iii) 425,093 shares of Class A common stock underlying stock options held by Mr. Webb that are exercisable as of the date hereof, plus (iv) 442,064 restricted stock units that are scheduled to vest within 60 days after the date hereof.

Identity and Background.

Mr. Alpert serves as a member of the board of directors of the Issuer. Mr. Webb serves as Executive Vice Chairman of the Issuer and as a member of the board of directors of the Issuer. 210/P10 was formed to invest and support the Issuer’s exit from bankruptcy and subsequent growth. 210 Capital is a registered, non-reporting investment advisor. RHA Partners and CCW Holdings are each personal investment vehicles, and RHA Investments was formed to serve as the general partner of RHA Partners, which is wholly owned by Mr. Alpert.

Purpose of Transaction.

Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference herein.

Except as described herein and on Appendix A, none of the Reporting Persons have effected any transactions with respect to shares of Class A common stock or Class B common stock of the Issuer in the past 60 days.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Class A common stock or Class B common stock of the Issuer held by the Reporting Persons.

Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Name

Where and How the Transaction was Effected

Market sale under the 210 10b5-1 Plan

Market sale under the 210 10b5-1 Plan

Market sale under the 210 10b5-1 Plan

Market sale under the 210 10b5-1 Plan

Market sale under the 210 10b5-1 Plan

Market sale under the 210 10b5-1 Plan

Market sale under the 210 10b5-1 Plan