|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
P10, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 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)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
Souder Family 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
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,076,956.00 | ||||||||
| 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)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) 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 owners to ten votes for each share held, 202,841 shares of Class A Common Stock ("Class A Stock"), and options to acquire 612,176 shares of Class A Stock. The options were exercisable on December 31, 2024, or were exercisable within 60 days of December 31, 2024
(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 7.0% 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
|
| CUSIP No. | 69376K106 |
| 1 | Names of Reporting Persons
William F. Souder | ||||||||
| 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
5,076,956.00 | ||||||||
| 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)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) 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 owners to ten votes for each share held, 202,841 shares of Class A Common Stock ("Class A Stock"), and options to acquire 612,176 shares of Class A Stock. The options were exercisable on December 31, 2024, or were exercisable within 60 days of December 31, 2024.
(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 7.0% 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
|
| Item 1. | ||
| (a) | Name of issuer:
P10, Inc. | |
| (b) | Address of issuer's principal executive offices:
4514 Cole Ave, Suite 1600 Dallas, TX 75202 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being jointly filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"). The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(i) Souder Family LLC, a Florida limited liability company; and
(ii) William F. Souder, who is a United States citizen and a manager of Souder Family LLC. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for Souder Family LLC and for Mr. Souder is 520 Middle Road, Delray Beach, FL 33493. | |
| (c) | Citizenship:
(i) Souder Family LLC is a Florida limited liability company.
(ii) William F. Souder is a United States citizen. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 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);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (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);
| |
| (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:
Each of Souder Family LLC and Mr. Souder may be deemed to beneficially own 5,064,780 Shares. | |
| (b) | Percent of class:
The number of Shares that each of Souder Family LLC and Mr. Souder may be deemed to beneficially own constitutes approximately 8.5% of the Shares outstanding. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
5,076,956 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
5,076,956 | ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|
|
|
Exhibit Information
|
99.1 Joint Filing Agreement, dated as of February 14, 2025 by and among Souder Family LLC and William F. Souder. |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto, if any) with respect to the Class A Common Stock of P10, Inc., and that this Agreement may be included as an Exhibit to such joint filing.
Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2025.
| Souder Family LLC |
| By: | /s/ William F. Souder | /s/ William F. Souder | |
| Name: | William F. Souder | William F. Souder | |
| Its: | Manager |