Sec Form 13G Filing - Blatherwick Nell M. filing for P10 Inc. (PX) - 2024-02-14

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

 10,302,133

 SOLE DISPOSITIVE POWER

 1,200,370

 SHARED DISPOSITIVE POWER

 —

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,200,370⁽¹⁾

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

 ☐

 PERCENT OF CLASS RE PRESENTED BY AMOUNT IN ROW (9)

 2.2%⁽²⁾

 TYPE OF REPORTING PERSON

 IN

Included in reported beneficial ownership are 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, and options to acquire 184,660 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 1.5% 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 10, 2023. 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

 28,320,845

 SOLE DISPOSITIVE POWER

 2,965,928

 SHARED DISPOSITIVE POWER

 —

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,965,928⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.3%⁽²⁾

 TYPE OF REPORTING PERSON

 IN

Included in reported beneficial ownership are 2,817,213 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, and options to acquire 110,495 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 4.1% 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 10, 2023. 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

 9,575,760

 SOLE DISPOSITIVE POWER

 1,340,823

 SHARED DISPOSITIVE POWER

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,340,823⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.5%⁽²⁾

 TYPE OF REPORTING PERSON

 IN

Included in reported beneficial ownership are 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, and options to acquire 25,830 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 1.4% 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 10, 2023. 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

 4,801,346

 SOLE DISPOSITIVE POWER

 899,873

 SHARED DISPOSITIVE POWER

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 899,873⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.7%⁽²⁾

 TYPE OF REPORTING PERSON

 IN

Included in reported beneficial ownership are 433,497 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, and options to acquire 68,880 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 0.7% 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 10, 2023. 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

 9,794,037

 SOLE DISPOSITIVE POWER

 1,052,274

 SHARED DISPOSITIVE POWER

 —

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,052,274⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.9%⁽²⁾

 TYPE OF REPORTING PERSON

 IN

Included in reported beneficial ownership are 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, and options to acquire 51,660 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 1.4% 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 10, 2023. 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

 33,493,354

 SOLE DISPOSITIVE POWER

 3,459,283

 SHARED DISPOSITIVE POWER

 —

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,459,283⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.1%⁽²⁾

 TYPE OF REPORTING PERSON

 OO

Included in reported beneficial ownership are 3,337,119 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, and options to acquire 110,495 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 4.8% 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 10, 2023. 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

 SOLE DISPOSITIVE POWER

 924,820

 SHARED DISPOSITIVE POWER

 —

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 924,820⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.7%⁽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 1.3% 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 10, 2023. 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

 42,741,554

 SOLE DISPOSITIVE POWER

 4,384,103

 SHARED DISPOSITIVE POWER

 —

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 4,384,103⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.6%⁽²⁾

 TYPE OF REPORTING PERSON

 OO

Included in reported beneficial ownership are 4,261,939 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, and options to acquire 110,495 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 6.2% 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 10, 2023. 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

 39,105,160

 SOLE DISPOSITIVE POWER

 4,032,709

 SHARED DISPOSITIVE POWER

 —

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 4,032,709⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.1%⁽²⁾

 TYPE OF REPORTING PERSON

 OO

Included in reported beneficial ownership are 3,896,939 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, and options to acquire 110,495 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 5.7% 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 10, 2023. 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

 42,873,745

 SOLE DISPOSITIVE POWER

 4,516,294

 SHARED DISPOSITIVE POWER

 —

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 4,516,294⁽¹⁾

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.9%⁽²⁾

 TYPE OF REPORTING PERSON

 OO

Included in reported beneficial ownership are 4,261,939 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, and options to acquire 110,495 shares of Class A Common Stock (“Class A Stock”).

Represents the percentage of Class A Stock beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 6.2% 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 10, 2023. 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) 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

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, 2023 and (ii) the number of shares of Class A common stock outstanding (53,122,612 shares) and Class B common stock outstanding (63,834,150 shares) as of November 10, 2023 as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

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 restrictions that will terminate in full on October 20, 2024.

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.