0000921895-21-002463.txt : 20211020 0000921895-21-002463.hdr.sgml : 20211020 20211020211253 ACCESSION NUMBER: 0000921895-21-002463 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: Gehl Jeff Patrick CENTRAL INDEX KEY: 0001705527 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40937 FILM NUMBER: 211335438 MAIL ADDRESS: STREET 1: 3366 VIA LIDO CITY: NEWPORT BEACH STATE: CA ZIP: 92663 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 form311980003geh_10202021.xml OWNERSHIP DOCUMENT X0206 3 2021-10-20 0 0001841968 P10, Inc. PX 0001705527 Gehl Jeff Patrick C/O P10, INC. 4514 COLE AVENUE, SUITE 1600 DALLAS TX 75205 1 1 0 1 Head Marketing & Distribution See Footnote 1 Class B Common Stock Class A Common Stock 4905274 I By the Jeff P. Gehl Living Trust This Form 3 is being filed by Jeff P. Gehl and the Jeff P. Gehl Living Trust (the "Gehl Trust" and together with Mr. Gehl, the "Reporting Persons"). The Reporting Persons are members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Persons, as such securities are being reported in separate Form 3 filings. The Reporting Persons disclaim 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 the Reporting Persons are the 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 the Gehl Trust. As trustee of the Gehl Trust, Mr. Gehl may be deemed to beneficially own the shares of Class B Common Stock owned directly by the Gehl Trust. Exhibit 24 - Power of Attorney /s/ Jeff Gehl, individually and as trustee of the Gehl Trust 2021-10-20 EX-24 2 ex24to311980003geh_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, each 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/ Jeff P. Gehl
	JEFF P. GEHL

Jeff P. Gehl as Trustee of the Jeff P. Gehl Living Trust dated January 25, 2011

By:	/s/ Jeff P. Gehl
	Name:	Jeff P. Gehl
	Title:	Trustee