Sec Form 13G Filing - Blatherwick Nell M. filing for P10 Inc. (PX) - 2023-02-14

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 the disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  Nell M. Blatherwick

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  10,247,457⁽¹⁾

  SOLE DISPOSITIVE POWER

  1,145,694

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,145,694

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.7%⁽²⁾

  TYPE OF REPORTING PERSON

  IN

Beneficial ownership includes 1,011,307 shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 1.3% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  David M. McCoy

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  28,172,130 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  2,817,213

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,817,213

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.4%⁽²⁾

  TYPE OF REPORTING PERSON

  IN

Ben eficial ownership consists of shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 3.5% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Alexander I. Abell

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  13,727,666⁽¹⁾

  SOLE DISPOSITIVE POWER

  1,375,265

  SHARED DISPOSITIVE POWER

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,375,265

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  3.3%⁽²⁾

  TYPE OF REPORTING PERSON

  IN

Beneficial ownership includes 1,372,489 shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 1.7% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Michael Feinglass

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  9,191,930⁽¹⁾

  SOLE DISPOSITIVE POWER

  956,993

  SHARED DISPOSITIVE POWER

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  956,993

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.3%⁽²⁾

  TYPE OF REPORTING PERSON

  IN

Beneficial ownership includes 914,993 shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 1.1% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Andrew Rowan Nelson

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  U.S.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  9,847,457⁽¹⁾

  SOLE DISPOSITIVE POWER

  1,105,694

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,105,694

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.6%⁽²⁾

  TYPE OF REPORTING PERSON

  IN

Beneficial ownership includes 971,307 shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 1.2% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Thomas P. Danis Revocable Living Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  IL

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  33,371,190 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  3,337,119

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,337,119

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  7.5% ⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Beneficial ownership consists of shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 4.2% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Prism 2, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  WY

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  9,248,200 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  924,820

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  924,820

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  2.2%⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Beneficial ownership consists of shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 1.2% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Charles K. Huebner Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  IL

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  42,619,390 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  4,261,939

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,261,939

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  9.4%⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Beneficial ownership consists of shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 5.3% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Jon I. Madorsky Revocable Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  FL

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  39,469,390 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  3,946,939

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EAC H REPORTING PERSON

  3,946,939

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  8.8%⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Beneficial ownership consists of shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 4.9% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Jeff P. Gehl Living Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  —

  SHARED VOTING POWER

  30,119,390⁽¹⁾

  SOLE DISPOSITIVE POWER

  3,011,939

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.9%⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Beneficial ownership consists of shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 3.8% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

  NAME OF REPORTING PERSON

  Souder Family LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  FL

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  SHARED VOTING POWER

  42,619,390⁽¹⁾

  SOLE DISPOSITIVE POWER

  4,261,939

  SHARED DISPOSITIVE POWER

  —

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  9.4%⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Beneficial ownership consists of shares of Class B common stock (“Class B Stock”), which as of the date of this statement entitles its holder to ten votes for each share held.

Represents the percentage of Class A common stock (“Class A Stock”) beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 5.3% of the combined voting power of the Class A Stock and Class B Stock collectively based upon the total number of shares of Class A Stock and Class B Stock reported outstanding as of November 11, 2022. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

1) Nell M. Blatherwick
2) David M. McCoy

3) Alexander I. Abell

4) Michael Feinglass

5) Andrew Rowan Nelson

6) Thomas P. Danis Revocable Trust
7) Prism 2, LLC
8) Charles K. Huebner Trust
9) Jon I. Madorsky Revocable Trust
10) Jeff P. Gehl Living Trust
11) Souder Family LLC

Each natural person Reporting Person is a citizen of the United States.

Thomas P. Danis Revocable Trust is organized under the laws of Illinois

Prism 2, LLC is a Wyoming limited liability company

Charles K. Huebner Trust is organized under the laws of Illinois

Jon I. Madorsky Revocable Trust is organized under the laws of Florida

Jeff P. Gehl Living Trust is organized under the laws of California

Souder Family LLC is a Florida limited liability company

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), indicate type of person filing.

Not applicable.

(a)   Amount beneficially owned: See row 9 of the cover pages.

(b)   Percent of class: See row 11 of the cover pages.

(c)   Number of shares as to which such person has:

(i) Sole power to vote or direct the vote:    See row 5 of the cover pages.

(ii)  Shared power to vote or direct the vote:    See row 6 of the cover page.

(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.

Percent of class is based on (i) the number of shares that may be deemed to be beneficially owned by each Reporting Person as of December 31, 2022 and (ii) the number of shares of Class A common stock outstanding (40,911,416 shares) and Class B common stock outstanding (76,142,242 shares) as of November 10, 2022 as reported by the Issuer in its definitive proxy statement filed with the Securities and Exchange Commission on November 15, 2022.

Each Reporting Person is party to that certain Controlled Company Agreement, dated as of October 9, 2021, with the Issuer, entities affiliated with 210 Capital, LLC, and entities affiliated with TrueBridge Capital Partners LLC, pursuant to which, among other things, each stockholder group has certain director designation rights, has agreed to vote their shares for the designated director nominees, and has agreed to certain lock-up provisions.

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 an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities held by any other Reporting Person covered by this Schedule 13G.