Filing Details
- Accession Number:
- 0000950170-24-131639
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-11-27 18:02:09
- Reporting Period:
- 2024-11-25
- Accepted Time:
- 2024-11-27 18:02:09
- SEC Url:
- Form 4 Filing
Issuer
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1274195 | Covenant Rha Partners, L.p. | 4514 Cole Avenue, Suite 1600 Dallas TX 75205 | No | No | No | No | |
1694507 | Clark C Webb | 4514 Cole Avenue, Suite 1600 Dallas TX 75205 | No | No | No | No | |
1694574 | H Robert Alpert | 4514 Cole Avenue, Suite 1600 Dallas TX 75205 | No | No | No | No | |
1694778 | Ccw/Law Holdings, Llc | 4514 Cole Avenue, Suite 1600 Dallas TX 75205 | No | No | No | No | |
1694780 | 210 Capital, Llc | 4514 Cole Avenue, Suite 1600 Dallas TX 75205 | No | No | No | No | |
1694781 | Rha Investments, Inc. | 4514 Cole Avenue, Suite 1600 Dallas TX 75205 | No | No | No | No |
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 | Disposition | 2024-11-25 | 1,460,972 | $13.99 | 539,028 | No | 4 | S | Indirect | See Footnote |
Class A Common Stock | Acquisiton | 2024-11-25 | 2,000,000 | $0.00 | 2,539,028 | No | 4 | C | Indirect | See Footnote |
Class A Common Stock | Disposition | 2024-11-25 | 339,028 | $14.14 | 0 | No | 4 | S | Direct | |
Class A Common Stock | Disposition | 2024-11-26 | 289,028 | $13.95 | 2,250,000 | No | 4 | S | Indirect | See Footnote |
Class A Common Stock | Disposition | 2024-11-27 | 250,000 | $14.03 | 2,000,000 | No | 4 | S | Indirect | See Footnote |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | S | Indirect | See Footnote |
No | 4 | C | Indirect | See Footnote |
No | 4 | S | Direct | |
No | 4 | S | Indirect | See Footnote |
No | 4 | S | Indirect | See Footnote |
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 | 2024-11-25 | 2,000,000 | $0.00 | 2,000,000 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
5,667,397 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Class A Common Stock | 0 | Direct |
Footnotes
- This Form 4 is being filed by: (i) 210 Capital, LLC ("210 Capital"), in its capacity as the sole member of 210/P10 Acquisition Partners, LLC, the direct holder of shares of Class B Common Stock ("210/P10"); (ii) Covenant RHA Partners, L.P. ("RHA Partners"), in its capacity as member of 210 Capital; (iii) CCW/LAW Holdings, LLC ("CCW Holdings"), in its capacity as member of 210 Capital; (iv) Mr. Webb, individually and in his capacity as sole member of CCW Holdings; (v) RHA Investments, Inc. ("RHA Investments"), in its capacity as general partner of RHA Partners; and (vi) Mr. Alpert, individually and in his capacity as President and sole shareholder of RHA Investments (collectively, the "Reporting Persons").
- (Continued from footnote 1) Each Reporting Person disclaims 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 such persons are beneficial owners of the securities of the Issuer reported herein.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.86 to $14.085, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- These securities are owned directly by 210/P10. By virtue of their relationship with 210/P10 described in Footnote 1, each Reporting Person may be deemed to beneficially own the securities of the Issuer owned directly by 210/P10.
- 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 5: 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 November 25, 2024, the Reporting Persons elected to convert 2,000,000 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.085 to $14.195, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- These securities are owned directly by Mr. Alpert.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.86 to $14.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- A portion of the shares sold and reported in this transaction may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, against an inadvertent purchase made on behalf of Mr. Webb of 10,000 shares of Class A common stock that occurred on November 21, 2024 and was previously reported on a Form 4. Mr. Webb has made arrangements with the Issuer to voluntarily disgorge the short swing profits realized by Mr. Webb from the transaction reported herein less the amount of any previous disgorgements paid in connection with prior transactions that may have been matchable against the same purchase.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.965 to $14.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- These securities are owned directly by Mr. Webb.