0000921895-21-002460.txt : 20211020 0000921895-21-002460.hdr.sgml : 20211020 20211020210520 ACCESSION NUMBER: 0000921895-21-002460 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211020 FILED AS OF DATE: 20211020 DATE AS OF CHANGE: 20211020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COVENANT RHA PARTNERS, L.P. CENTRAL INDEX KEY: 0001274195 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40937 FILM NUMBER: 211335430 BUSINESS ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214-999-6082 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75225 FORMER NAME: FORMER CONFORMED NAME: COVENANT INVESTMENTS L P DATE OF NAME CHANGE: 20031223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Webb C Clark CENTRAL INDEX KEY: 0001694507 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40937 FILM NUMBER: 211335426 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 950 CITY: DALLAS STATE: TX ZIP: 75225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alpert Robert H CENTRAL INDEX KEY: 0001694574 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40937 FILM NUMBER: 211335427 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 950 CITY: DALLAS STATE: TX ZIP: 75225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCW/LAW Holdings, LLC CENTRAL INDEX KEY: 0001694778 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40937 FILM NUMBER: 211335429 BUSINESS ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 950 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2149996082 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 950 CITY: DALLAS STATE: TX ZIP: 75225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 210 Capital, LLC CENTRAL INDEX KEY: 0001694780 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40937 FILM NUMBER: 211335431 BUSINESS ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 950 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 21479996082 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 950 CITY: DALLAS STATE: TX ZIP: 75225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RHA Investments, Inc. CENTRAL INDEX KEY: 0001694781 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40937 FILM NUMBER: 211335428 BUSINESS ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 950 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2149996082 MAIL ADDRESS: STREET 1: 8214 WESTCHESTER DRIVE STREET 2: SUITE 950 CITY: DALLAS STATE: TX ZIP: 75225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: P10, Inc. CENTRAL INDEX KEY: 0001841968 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4514 COLE AVENUE, SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75205 BUSINESS PHONE: (214) 999-6063 MAIL ADDRESS: STREET 1: 4514 COLE AVENUE, SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75205 3 1 form311980003210_10202021.xml OWNERSHIP DOCUMENT X0206 3 2021-10-20 0 0001841968 P10, Inc. PX 0001694780 210 Capital, LLC 4514 COLE AVENUE, SUITE 1600 DALLAS TX 75205 0 0 1 0 0001274195 COVENANT RHA PARTNERS, L.P. 4514 COLE AVENUE, SUITE 1600 DALLAS TX 75205 0 0 1 0 0001694778 CCW/LAW Holdings, LLC 4514 COLE AVENUE, SUITE 1600 DALLAS TX 75205 0 0 1 0 0001694781 RHA Investments, Inc. 4514 COLE AVENUE, SUITE 1600 DALLAS TX 75205 0 0 1 0 0001694574 Alpert Robert H 4514 COLE AVENUE, SUITE 1600 DALLAS TX 75205 1 1 1 0 Co-Chief Executive Officer 0001694507 Webb C Clark 4514 COLE AVENUE, SUITE 1600 DALLAS TX 75205 1 1 1 0 Co-Chief Executive Officer Class B Common Stock Class A Common Stock 4905274 I See Footnote This Form 3 is being filed by 210/P10 Acquisition Partners, LLC ("210/P10"), in its capacity as direct holder of shares of Class B Common Stock, 210 Capital, LLC ("210 Capital"), in its capacity as sole member of 210/P10, Covenant RHA Partners, L.P. ("RHA Partners"), in its capacity as member of 210 Capital, CCW/LAW Holdings, LLC ("CCW Holdings"), in its capacity as member of 210 Capital, Mr. Webb, in his capacity as sole member of CCW Holdings, RHA Investments, Inc. ("RHA Investments"), in its capacity as general partner of RHA Partners, and Mr. Alpert, in his capacity as President and sole shareholder of RHA Investments (collectively, the "Reporting Persons"). 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 3 shall not be construed as an admission that such persons are 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. Upon any transfer, Class B Common Stock converts automatically on a one-for-one basis into shares of Class A Common Stock, except in the case of transfers to certain permitted transferees. 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. Represents shares of Class B Common Stock owned directly by 210/P10. By virtue of their relationship with 210/P10 described in Footnote 1, each of 210 Capital, RHA Partners, CCW/Law Holdings, RHA Investments, Mr. Webb and Mr. Alpert may be deemed to beneficially own the shares of Class B Common Stock owned directly by 210/P10. Exhibit 24 - Power of Attorney 210/P10 ACQUISITION PARTNERS, LLC, By: 210 Capital, LLC, Its: Sole Member, By: CovenantRHAPartners,L.P., Its:Member, By: /s/ Robert Alpert, Its: Authorized Signatory, By: CCW/Law Holdings,LLC, Its: Member, By: /s/ C. Clark Webb, Its: Authorized Signatory 2021-10-20 210 CAPITAL, LLC, By: Covenant RHA Partners, L.P., Its: Member, By: /s/ Robert Alpert, Its: Authorized Signatory, By: CCW/Law Holdings, LLC, Its: Member, By: /s/ C. Clark Webb, Its: Authorized Signatory 2021-10-20 COVENANT RHA PARTNERS, L.P., By: RHA Investments, Inc., Its: Member, By: /s/ Robert Alpert, Its: Authorized Signatory 2021-10-20 CCW/LAW HOLDINGS, LLC, By: /s/ C. Clark Webb, Its: Authorized Signatory 2021-10-20 RHA INVESTMENTS, INC., By: /s/ Robert Alpert, Title: President 2021-10-20 ROBERT ALPERT, By: /s/ Robert Alpert 2021-10-20 C. CLARK WEBB, By: /s/ C. Clark Webb 2021-10-20 EX-24 2 ex24to311980003210_10202021.htm

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, each of the undersigned hereby constitutes and appoints each of Robert Alpert, C. Clark Webb and Amanda Coussens, and any of their substitutes, signing singly, such undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of each undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”), in such undersigned’s capacity, any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for such undersigned to file under Section 16(a) (collectively, “Documents”);

(2) do and perform any and all acts for and on behalf of such undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact (or such attorney-in-fact’s substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of such undersigned, is not assuming, nor is such attorney-in-fact’s substitute or substitutes or P10, Inc., a Delaware corporation (the “Company”) assuming, any of such undersigned’s responsibilities to comply with the Exchange Act. Each of the undersigned agrees to defend and hold harmless each attorney-in-fact (and such attorney-in-fact’s substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder.

This Power of Attorney shall remain in full force and effect until such undersigned is no longer required to file Documents with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of October, 2021.

	/s/ Robert Alpert
	ROBERT ALPERT

	/s/ C. Clark Webb
	C. CLARK WEBB

	210/P10 ACQUISITION PARTNERS, LLC

	By:	210 Capital, LLC
		Title: Sole Member

	By:	Covenant RHA Partners, L.P.
		Title: Member

	By:	/s/ Robert Alpert
		Name: Robert Alpert
		Title: Authorized Signatory

	By:	CCW/LAW Holdings, LLC
		Title: Member

	By:	/s/ C. Clark Webb
		Name: C. Clark Webb
		Title: Authorized Signatory

	210 CAPITAL, LLC

	By:	Covenant RHA Partners, L.P.
		Title: Member

	By:	/s/ Robert Alpert
		Name: Robert Alpert
		Title: Authorized Signatory

	By:	CCW/LAW Holdings, LLC
		Title: Member

	By:	/s/ C. Clark Webb
		Name: C. Clark Webb
		Title: Authorized Signatory

	Covenant RHA Partners, L.P.

	By:	/s/ Robert Alpert
		Name: Robert Alpert
		Title: Authorized Signatory

	CCW/LAW Holdings, LLC

	By:	/s/ C. Clark Webb
		Name: C. Clark Webb
		Title: Authorized Signatory