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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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P10, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
69376K106 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Nell M. Blatherwick | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,197,910.00 | ||||||||
| 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)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Included in reported beneficial ownership are (i) 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, (ii) 82,443 shares of Class A Common Stock ("Class A Stock"), and (iii) options to acquire 104,160 shares of Class A Stock.
(2) 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 1.7% 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
David M. McCoy | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,983,375.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Included in reported beneficial ownership are (i) 2,517,213 shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held, (ii) 344,000 shares of Class A Stock, and (iii) options to acquire 122,162 shares of Class A Stock.
(2) 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Alexander I. Abell | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,309,993.00 | ||||||||
| 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)
2.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Included in reported beneficial ownership are (i) 914,993 shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held, (ii) 325,000 shares of Class A Stock and (iii) options to acquire 70,000 shares of Class A Stock.
(2) 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Andrew Rowan Nelson | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,079,432.00 | ||||||||
| 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)
1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Included in reported beneficial ownership are (i) 971,307 shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held, (ii) 55,625 shares of Class A Stock and (iii) and options to acquire 52,500 shares of Class A Stock.
(2) 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 1.6% 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Thomas P. Danis Revocable Living Trust | ||||||||
| 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
ILLINOIS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,210.00 | ||||||||
| 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)
3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Included in reported beneficial ownership are (i) 1,780,970 shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held, (ii) 52,078 shares at Class A Stock, and (iii) options to acquire 122,162 shares of Class A Stock.
(2) 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 2.9% 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Prism 1, 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
ALASKA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,696.00 | ||||||||
| 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)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Beneficial ownership consists of shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held.
(2) 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 2.9% 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Prism 2, 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
WYOMING
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Beneficial ownership consists of shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held.
(2) 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 0.6% 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Reserve 2, 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
WYOMING
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Beneficial ownership consists of shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held.
(2) 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 0.6% 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Charles K. Huebner Trust | ||||||||
| 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
ILLINOIS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,391,290.00 | ||||||||
| 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)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Included in reported beneficial ownership are (i) 4,261,939 shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held, (ii) 117,684 shares of Class A Stock and (iii) options to acquire 11,667 shares of Class A Stock.
(2) 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 6.9% 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Jon I. Madorsky Revocable Trust | ||||||||
| 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
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,032,045.00 | ||||||||
| 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)
6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Included in reported beneficial ownership are (i) 3,871,939 of shares of Class B Stock, which as of the date of this statement entitles its holder to ten votes for each share held, (ii) 57,944 shares of Class A Stock, and (iii) options to acquire 102,162 shares of Class A Stock.
(2) 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 4, 2024. Shares of Class B Stock are convertible into shares of Class A Stock on a one-for-one basis.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
P10, Inc. | |
| (b) | Address of issuer's principal executive offices:
4514 Cole Avenue, Suite 1600 Dallas, Texas 75205 | |
| Item 2. | ||
| (a) | Name of person filing:
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) Andrew Rowan Nelson
5) Thomas P. Danis Revocable Trust
6) Prism 1, LLC
7) Prism 2, LLC
8) Reserve 2 LLC
9) Charles K. Huebner Trust
10) Jon I. Madorsky Revocable Trust | |
| (b) | Address or principal business office or, if none, residence:
The address of each Reporting Person is c/o 4514 Cole Avenue, Suite 1600 Dallas, Texas 75205 | |
| (c) | Citizenship:
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 1, LLC is an Alaska limited liability company
Prism 2, LLC is a Wyoming limited liability company
Reserve 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 | |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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 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 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, 2024 and (ii) the number of shares of Class A common stock outstanding (54,850,578 shares) and Class B common stock outstanding (56,772,177 shares) as of November 4, 2024 as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.
Each Reporting Person is party to, or is a permitted transferee of a Reporting Person that is party to, that certain Controlled Company Agreement, dated as of October 9, 2021, as amended, with the Issuer and the other parties signatory thereto, pursuant to which, among other things, each stockholder group has certain director designation rights and has agreed to vote their shares for the designated director nominees.
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. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit 99.1
Joint Filer Agreement
The undersigned hereby agree and acknowledge that the statement containing the information required by Schedule 13G, to which this agreement is attached as an exhibit, is filed on behalf of each of them, and any amendments or supplements to the Schedule 13G shall also be filed on behalf of each of them.
February 14, 2025
| /s/ Nell M. Blatherwick | |
| Name: Nell M. Blatherwick | |
| /s/ David M. McCoy | |
| Name: David M. McCoy | |
| /s/ Alexander I. Abell | |
| Name: Alexander I. Abell | |
| /s/ Andrew Rowan Nelson | |
| Name: Andrew Rowan Nelson |
| Thomas P. Danis Revocable Living Trust dated March 10, 2003 |
| By: | /s/ Thomas P. Danis, Jr. | |
| Name: | Thomas P. Danis, Jr. | |
| Title: | Trustee |
| Prism 1, LLC |
| By: | /s/ Thomas P. Danis, Jr. | |
| Name: | Thomas P. Danis, Jr. | |
| Title: | Manager |
| Prism 2, LLC |
| By: | /s/ Thomas P. Danis, Jr. | |
| Name: | Thomas P. Danis, Jr. | |
| Title: | Manager |
| Reserve 2, LLC |
| By: | /s/ Thomas P. Danis, Jr. | |
| Name: | Thomas P. Danis, Jr. | |
| Title: | Manager |
| Charles K. Huebner Trust dated January 16, 2001 |
| By: | /s/ Charles K. Huebner | |
| Name: | Charles K. Huebner | |
| Title: | Trustee |
| Jon I. Madorsky Revocable Trust dated December 1, 2008 |
| By: | /s/ Jon I. Madorsky | |
| Name: | Jon I. Madorsky | |
| Title: | Trustee |