SCHEDULE 13D/A
0001193125-23-300038
0001694780
XXXXXXXX
LIVE
7
Class A Common Stock, par value $0.001 per share
12/18/2024
false
0001841968
69376K106
P10, Inc.
4514 Cole Avenue
Suite 1600
Dallas
TX
75205
Adam W. Finerman, Esq.
(212) 589-4233
BakerHostetler
45 Rockefeller Plaza
New York
NY
10111
0001694780
N
210 Capital, LLC
OO
N
DE
0
4954397
0
4954397
4954397
N
7.7
OO
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
0001706438
N
210/P10 Acquisition Partners, LLC
OO
N
TX
0
4954397
0
4954397
4954397
N
7.7
OO
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
0001694778
N
CCW/LAW Holdings, LLC
OO
N
TX
0
4954397
0
4954397
4954397
N
7.7
OO
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
0001274195
N
Covenant RHA Partners, L.P.
N
TX
0
4954397
0
4954397
N
7.7
OO
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
0001694781
N
RHA Investments, Inc.
OO
N
TX
0
4954397
0
4954397
4954397
N
7.7
CO
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
0001694574
N
Robert Alpert
OO
N
X1
425093
4954397
425093
4954397
5379490
N
8.3
IN
(1) The sole amounts include 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.
(2) The shared amounts include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(3) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024, plus (vi) 425,093 shares of Class A common stock underlying stock options held by Mr. Alpert that are exercisable as of the date hereof.
0001694507
N
C. Clark Webb
OO
N
X1
425093
4954397
425093
4954397
5379490
N
8.3
IN
(1) The sole amounts include 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
(2) The shared amounts include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(3) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024, plus (vi) 425,093 shares of Class A common stock underlying stock options held by Mr. Alpert that are exercisable as of the date hereof.
EXPLANATORY NOTE
This Amendment No. 7 to Schedule 13D (this Amendment) amends the items included herein that were contained in the Schedule 13D filed on December 20, 2023, as amended by Amendment No. 1 filed October 8, 2024, Amendment No. 2 filed November 12, 2024, Amendment No. 3 filed November 22, 2024, Amendment No. 4 filed November 27, 2024, Amendment No. 5 filed December 5, 2024, and Amendment No. 6 filed December 13, 2024 (the Original Schedule 13D, and together with this Amendment, this Schedule 13D) relating to shares of Class A common stock, par value $0.001 per shares, and shares of Class B common stock, par value $0.001 per shares, of P10, Inc., a Delaware corporation (the Issuer), filed by: (i) 210/P10 Acquisition Partners, LLC, a Texas limited liability company (210/P10); (ii) 210 Capital, LLC, a Delaware limited liability company (210 Capital); (iii) Covenant RHA Partners, L.P., a Texas limited partnership (RHA Partners); (iv) CCW/LAW Holdings, LLC, a Texas limited liability company (CC
W Holdings); (v) RHA Investments, Inc., a Texas corporation (RHA Investments); (vi) Robert Alpert; and (vii) C. Clark Webb (each, a Reporting Person and collectively, the Reporting Persons).
On December 18, 2024, the Reporting Persons: (i) converted 4,967,397 shares of Class B common stock into an equivalent number of shares Class A common stock; and (ii) entered into an amendment to the Controlled Company Agreement (as defined in the Original Schedule 13D) that removed the Reporting Persons as a party thereto. This Amendment is being filed to reflect the foregoing changes and to update the information regarding the beneficial ownership of the shares of Class A common stock of the Issuer held by the Reporting Persons.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Original Schedule 13D.
Class A Common Stock, par value $0.001 per share
P10, Inc.
4514 Cole Avenue
Suite 1600
Dallas
TX
75205
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.
210/P10 is the direct beneficial holder of 4,954,397 shares of Class A common stock that may be deemed to be beneficially owned by each Reporting Person. 210/P10 is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole manager. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, each of 210 Capital, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb may be deemed to beneficially own such shares of common stock held by 210/P10. In addition, (i) Mr. Alpert may be deemed to beneficially own 425,093 shares of Class A common stock issuable upon exercise of exercisable stock options; and (ii) Mr. Webb may be deemed to beneficially own 425,093 shares of Class A common stock issuable upon exercise of exercisable stock options.
However, each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended, the beneficial owner of any securities or rights to acquire securities directly held by any other Reporting Person covered by this Schedule 13D.
The information contained in subsection (a) of this Item 5 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 during the past 60 days or since the filing of the Original Schedule 13D, whichever is less.
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 of the Issuer held by the Reporting Persons.
Not applicable.
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following after the last paragraph under the subheading "Controlled Company Agreement":
On December 18, 2024, the Reporting Persons converted its remaining 4,967,397 shares of Class B common stock into an equivalent number of shares of Class A common stock. Following this conversion, the Reporting Persons no longer held any shares of Class B common stock and held less than 5% of the total combined voting power of common stock immediately following the Closing Date. As a result, the Reporting Persons no longer had any board designation rights under the Controlled Company Agreement.
Thereafter, the Issuer, 210/P10 and the other parties to the Controlled Company Agreement entered into that certain Amendment No. 2 to the Controlled Company Agreement, dated December 18, 2024 (the "CCA Amendment") to remove 210/P10 and certain other parties from the Controlled Company Agreement. As a result of the CCA Amendment, none of the Reporting Persons shall have any further rights or obligations under the Controlled Company Agreement or be deemed to be a member of any "group" within the meaning of Section 13(d)(3) of the Exchange Act or any related rules with any other party thereto by virtue the Controlled Company Agreement or otherwise.
Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
Exhibit
No. Name
8. Amendment No. 2 to the Controlled Company Agreement, dated December 18, 2024, by and among P10, Inc. and the other parties listed on the signature pages thereto.
210 Capital, LLC
/s/ Robert Alpert
12/20/2024
210/P10 Acquisition Partners, LLC
/s/ Robert Alpert
12/20/2024
CCW/LAW Holdings, LLC
/s/ C. Clark Webb
12/20/2024
Covenant RHA Partners, L.P.
/s/ Robert Alpert
12/20/2024
RHA Investments, Inc.
/s/ Robert Alpert
12/20/2024
Robert Alpert
/s/ Robert Alpert
12/20/2024
C. Clark Webb
/s/ C. Clark Webb
12/20/2024