11/22/2024 | Press release | Distributed by Public on 11/22/2024 19:09
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock(1)(2) | (5)(6) | 11/20/2024 | C | 2,000,000 | (5)(6) | (5)(6) | Class A Common Stock | 2,000,000 | $ 0 | 7,667,397 | I | See Footnote(4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
210 Capital, LLC 4514 COLE AVENUE, SUITE 1600 DALLAS, TX 75205 |
X | See Remarks | ||
Alpert Robert H 4514 COLE AVENUE, SUITE 1600 DALLAS, TX 75205 |
X | See Remarks | ||
Webb C Clark 4514 COLE AVENUE, SUITE 1600 DALLAS, TX 75205 |
X | See Remarks | ||
COVENANT RHA PARTNERS, L.P. 4514 COLE AVENUE, SUITE 1600 DALLAS, TX 75205 |
X | See Remarks | ||
CCW/LAW Holdings, LLC 4514 COLE AVENUE, SUITE 1600 DALLAS, TX 75205 |
X | See Remarks | ||
RHA Investments, Inc. 4514 COLE AVENUE, SUITE 1600 DALLAS, TX 75205 |
X | See Remarks |
/s/C. Clark Webb, as Attorney-in-Fact for the Reporting Persons | 11/22/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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"). |
(2) | (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. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.30 to $13.135, 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. |
(4) | 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. |
(5) | 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. |
(6) | 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 20, 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. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.405, 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. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.32 to $13.64, 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. |
(9) | These securities are owned directly by Mr. Webb. |
(10) | Reflects an inadvertent purchase not directed by Mr. Webb. Without admitting that error trades are subject to reporting or disgorgement under Section 16, Mr. Webb has agreed to voluntarily disgorge the short swing profits realized by Mr. Webb as a result of any relevant transactions. Prior to filing this Form 4, Mr. Webb contacted the Issuer to make arrangements for payment of such disgorgement. |
(11) | The price reported in Column 4 is the price per share for a single transaction. |
(12) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.66 to $13.6601, 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. |
(13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.6295 to $13.6498, 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. |
(14) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.6504 to $13.6594, 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. |
(15) | These securities are owned directly by Mr. Alpert. |
Remarks: The Reporting Persons may be deemed to be members of group under Section 13 that collectively beneficially owns more than 10% of the Issuer's Common Stock. |