Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
P10, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
69376K106 (CUSIP Number) |
12/31/2021 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
MAW Management Co. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
104,698.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Beneficial ownership consists of Class B common stock. 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. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.The figure in row 6 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.(2) The figure in row 11 represents beneficial ownership of Class A common stock, as calculated in accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934 (the "Act"), based on the number of Class A common stock reported outstanding by the Issuer on November 22, 2021. The shares beneficially owned represent 0.1% of the combined voting power of the Class A common stock and Class B common stock collectively.
SCHEDULE 13G
|
| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
TrueBridge Colonial Fund, U/A dated 11/15/2015 | ||||||||
| 2 | Check the appropriate box if a member of
a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,694,409.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Beneficial ownership consists of Class B common stock. 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. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.The figure in row 6 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.(2) The figure in row 11 represents beneficial ownership of Class A common stock, as calculated in accordance with Rule 13d-3(d)(1)(i) of the Act, based on the number of Class A common stock reported outstanding by the Issuer on November 22, 2021. The shares beneficially owned represent 9.0% of the combined voting power of the Class A common stock and Class B common stock.
SCHEDULE 13G
|
| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
The Mel Williams Irrevocable Trust u/a/d August 12, 2015 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,589,713.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Beneficial ownership consists of Class B common stock. 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. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.The figure in row 6 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.(2) The figure in row 11 represents beneficial ownership of Class A common stock, as calculated in accordance with Rule 13d-3(d)(1)(i) of the Act, based on the number of Class A common stock reported outstanding by the Issuer on November 22, 2021. The shares beneficially owned represent 8.9% of the combined voting power of the Class A common stock and Class B common stock.
SCHEDULE 13G
|
| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
TrueBridge Ascent, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
173,770.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: 1) Beneficial ownership consists of Class B common stock. 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. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.The figure in row 6 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.(2) The figure in row 11 represents beneficial ownership of Class A common stock, as calculated in accordance with Rule 13d-3(d)(1)(i) of the Act, based on the number of Class A common stock reported outstanding by the Issuer on November 22, 2021. The shares beneficially owned represent 0.2% of the combined voting power of the Class A common stock and Class B common stock.
SCHEDULE 13G
|
| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Edwin A. Poston | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NORTH CAROLINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,868,179.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: (1) Beneficial ownership consists of Class B common stock. 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. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.The figure in row 6 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.(2) The figure in row 11 represents beneficial ownership of Class A common stock, as calculated in accordance with Rule 13d-3(d)(1)(i) of the Act, based on the number of Class A common stock reported outstanding by the Issuer on November 22, 2021. The shares beneficially owned represent 9.2% of the combined voting power of the Class A common stock and Class B common stock.
SCHEDULE 13G
|
| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Mel Williams | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NORTH CAROLINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,868,181.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Beneficial ownership consists of Class B common stock. 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. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock.The figure in row 6 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.(2) The figure in row 11 represents beneficial ownership of Class A common stock, as calculated in accordance with Rule 13d-3(d)(1)(i) of the Act, based on the number of Class A common stock reported outstanding by the Issuer on November 22, 2021. The shares beneficially owned represent 9.2% of the combined voting power of the Class A common stock and Class B common stock.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
P10, Inc. | |
| (b) | Address of issuer's principal executive offices:
4514 Cole Ave., Suite 1600, Dallas, TX 75205 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by: (i) MAW Management Co., a Delaware corporation ("MAW Management"); (ii) TrueBridge Colonial Fund U/A, dated 11/15/2015, an irrevocable trust governed by the laws of Delaware (the "TrueBridge Fund"); (iii) The Mel Williams Irrevocable Trust u/a/d August 12, 2015, an irrevocable trust governed by the laws of Nevada (the "Mel Trust"); (iv) TrueBridge Ascent LLC, a Delaware limited liability company ("TrueBridge Ascent"); (v) Edwin A. Poston, a United States citizen ("Mr. Poston"); and (vi) Mel Williams, a United States citizen ("Mr. Williams"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 4514 Cole Ave., Suite 1600, Dallas, TX 75205 | |
| (c) | Citizenship:
This statement is filed by: (i) MAW Management Co., a Delaware corporation ("MAW Management"); (ii) TrueBridge Colonial Fund U/A, dated 11/15/2015, an irrevocable trust governed by the laws of Delaware (the "TrueBridge Fund"); (iii) The Mel Williams Irrevocable Trust u/a/d August 12, 2015, an irrevocable trust governed by the laws of Nevada (the "Mel Trust"); (iv) TrueBridge Ascent LLC, a Delaware limited liability company ("TrueBridge Ascent"); (v) Edwin A. Poston, a United States citizen ("Mr. Poston"); and (vi) Mel Williams, a United States citizen ("Mr. Williams"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." The address of the principal business office of each of the Reporting Persons is 4514 Cole Ave., Suite 1600, Dallas, TX 75205. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
69376K106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Persons may collectively be deemed to own the shares reported on row 9 of the cover pages of this Schedule 13G.MAW Management is the direct beneficial holder of 104,698 shares of Class B common stock. The holders of Class B common stock may elect to convert on a one-for-one basis into Class A common stock at any time. Mr. Williams, as the president of MAW Management, may be deemed to beneficially own the shares of Class B common stock owned directly by MAW Management.The TrueBridge Fund is the direct beneficial holder of 8,694,409 shares of Class B common stock. The holders of Class B common stock may elect to convert on a one-for-one basis into Class A common stock at any time. Mr. Poston, as a beneficiary of the TrueBridge Fund, may be deemed to beneficially own the shares of Class B common stock owned directly by the TrueBridge Fund.The Mel Trust is the direct beneficial holder of 8,589,713 shares of Class B common stock. The holders of Class B common stock may elect to convert on a one-for-one basis into Class A common stock at any time. Mr. Williams, as a beneficiary of the Mel Trust, may be deemed to beneficially own the shares of Class B common stock owned directly by the Mel Trust.TrueBridge Ascent is the direct beneficial holder of 173,770 shares of Class B common stock. The holders of Class B common stock may elect to convert on a one-for-one basis into Class A common stock at any time. Mr. Poston, as manager of TrueBridge Ascent, may be deemed to beneficially own the shares of Class B common stock owned directly by TrueBridge As
cent.The Reporting Persons may be deemed to be members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's common stock. Each Reporting Person declares that neither the filing of this Schedule 13G nor anything herein shall be construed as admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any of the securities or rights to acquire securities directly held by any other Reporting Person covered by this Schedule 13G.P10, Inc. entered into a controlled company agreement (the "Controlled Company Agreement"), with principals of 210 Capital, L.L.C. ("210 Capital") and certain of their affiliates (the "210 Group"), RCP Advisors and certain of their affiliates (the "RCP Group") and TrueBridge Capital Partners ("Truebridge") and certain of their affiliates (collectively the "TrueBridge Group"), granting each party certain board designation rights. So long as the 210 Group continues to collectively hold a combined voting power of (A) at least 10% of the shares of common stock outstanding immediately following the closing date of the IPO (the "Closing Date"), P10, Inc. shall include in its slate of nominees two (2) directors designated by the 210 Group and (B) less than 10% but at least 5% of the shares of common stock outstanding immediately following the Closing Date, one (1) director designated by the 210 Group. So long as the RCP Group and any of their permitted transferees who hold shares of common stock as of the applicable time continue to collectively hold a combined voting power of at least 5% of the shares of common stock outstanding immediately following the Closing Date, P10, Inc. shall include in its slate of nominees one (1) director designated by the RCP Stockholders. So long as TrueBridge and any of its permitted transferees who hold shares of common stock as of the applicable time continue to collectively hold a combined voting power of at least 5% of the shares of common stock outstanding immediately following the Closing Date, P10, Inc. shall include in its slate of nominees one (1) director designated by the TrueBridge Group.The Controlled Company Agreement provides that, without the prior written consent of the Issuer, the 210 Group, the RCP Group and the TrueBridge Group will not, and will not publicly disclose an intention to, during the period commencing on the date of the Controlled Company Agreement and ending three years after the date thereof (the "Restricted Period"), (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by the 210 Group, RCP Group or the TrueBridge Group or any other Equity Securities (as defined therein) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of common stock or any such other securities, in cash or otherwise, subject to certain exceptions. Notwithstanding the foregoing, one third of the Equity Securities held by each such party as of the consummation of the Issuer's initial public offering ("IPO"), shall be released from such lock-up restrictions on each of the first, second and third anniversary of the consummation of the IPO. | |
| (b) | Percent of class:
The following percentages are based on (i) the number of shares that may be deemed to be beneficially owned by the Reporting Persons as of December 31, 2021, and (ii) the number of shares of Class A common stock deemed outstanding (23,000,000 shares) and Class B common stock deemed outstanding (94,155,596 shares), as reported by the Issuer on November 22, 2021.As of the close of business on December 31, 2021, the Reporting Persons beneficially owned approximately 18.7% of the outstanding shares of Class B common stock.To determine percentage of Class A common stock beneficially owned by the Reporting Persons, the information in Row 11 of the cover pages is herein incorporated by reference %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See row 5 of the cover pages | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of the cover pages | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover pages | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover pages | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
Comments accompanying signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that theinformation set forth in this statement is true, complete and correct.This Schedule 13G signature page may be signed in counterparts with the same effect as ifthe signature on each counterpart were upon the same instrument.Date: February 6, 2025