Filing Details
- Accession Number:
- 0001193805-21-001499
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-10-27 17:55:03
- Reporting Period:
- 2021-10-25
- Accepted Time:
- 2021-10-27 17:55:03
- SEC Url:
- Form 4 Filing
Issuer
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1888590 | F. William Souder | C/O P10, Inc. 4514 Cole Avenue, Suite 1600 Dallas TX 75205 | Chief Operating Officer | Yes | Yes | No | Yes |
| 1889346 | Souder Family Llc | C/O P10, Inc. 4514 Cole Avenue, Suite 1600 Dallas TX 75205 | No | No | No | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2021-10-25 | 474,540 | $0.00 | 474,540 | No | 4 | C | Indirect | By Souder Family LLC |
| Class A Common Stock | Disposition | 2021-10-25 | 474,540 | $12.00 | 0 | No | 4 | S | Indirect | By Souder Family LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | By Souder Family LLC |
| No | 4 | S | Indirect | By Souder Family LLC |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Disposition | 2021-10-25 | 474,540 | $0.00 | 474,540 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 4,430,734 | No | 4 | C | Indirect |
Footnotes
- This Form 4 is being filed by Souder Family LLC ("Souder LLC") and Mr. Souder (collectively, the "Reporting Persons"). The Reporting Persons are members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Persons, as such securities are being reported in separate Form 4 filings. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer reported herein, except to the extent of his or its pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the Reporting Persons are the beneficial owners of the securities of the Issuer reported herein.
- 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.
- Continued from Footnote 2: 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. On October 25, 2021, each Reporting Person directed the sale of shares of Class B Common Stock, as reported herein, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.
- Represents securities of the Issuer owned directly by Souder LLC. As the managing member of Souder LLC, Mr. Souder may be deemed to beneficially own the securities of the Issuer owned directly by Souder LLC.
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