UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
P10, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
69376K106
(CUSIP Number)
December 31, 2021
(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)
x Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS Keystone Capital XXX, 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 | ||
| Delaware | |||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | 89,201,770 Shares (1) | ||
| OWNED BY | 6 | SHARED VOTING POWER | |
| EACH | |||
| REPORTING | 0 Shares | ||
| PERSON WITH: |
7 | SOLE DISPOSITIVE POWER | |
| 8,920,177 Shares | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| 0 Shares | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 8,920,177 | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
| ¨ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 10.5% (2) | |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO | |||
| (1) | This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. 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. | |
| (2) | Represents beneficial ownership of Class A shares of common stock. |
| Item 1. | |||
| (a) | Name of issuer: | ||
| The name of the issuer is P10, Inc., a Texas corporation (the “Issuer”). | |||
| (b) | Address of issuer’s principal executive offices: | ||
| The Issuer’s principal executive offices are located at: | |||
| 4514 Cole Ave., Suite 1600 | |||
| Dallas, TX 75205. | |||
| Item 2. | |||
| (a) | Name of person filing: | ||
| (b) | Address of Principal Business Office, or if None, Residence | ||
| (c) | Citizenship | ||
| This statement is filed by: | |||
| (i) | Keystone Capital XXX, LLC, a Delaware limited liability company (“Keystone Capital XXX”); | ||
| The address of the principal business office of the Reporting Person is 155 N. Wacker Drive, #4150, Chicago, Illinois 60606. | |||
| (d) | Title of class of securities: | ||
| Class A Common Stock, $0.001 par value per share (“Class A Common Stock”). | |||
| (e) | CUSIP No.: | ||
| The CUSIP number is 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: | ||
| x Not Applicable | ||
¨ Broker or dealer registered under Section 15 of the Exchange Act.
¨ Bank as defined in Section 3(a)(6) of the Exchange Act.
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
¨ Investment company registered under Section 8 of the Investment Company Act.
¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4. Ownership
The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.
All ownership information reported in this Item 4 is as of the close of business on May 10, 2022.
(a) Amount beneficially owned:
Keystone Capital XXX is the direct beneficial holder of 8,920,177 shares of Class B Common Stock.
The holders of Class B Common Stock may elect to convert on a one-for-one basis into Class A Common Stock at any time.
(b) Percent of Class:
The following percentages are based on 35,704,971 shares of Class A Common Stock and 81,487,760 shares of Class B Common Stock outstanding as of April 25, 2022, which are the total number of shares of Class A and Class B Common Stock outstanding as disclosed by the Issuer in its Proxy Statement for fiscal year ending December 31, 2021, filed April 29, 2022.
As of the close of business on May 10, 2022, the Reporting Persons beneficially owned approximately 10.9% of the outstanding shares of Class B Common Stock.
(c) Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote
See Cover Pages Items 5-9.
(ii)
Shared power to vote or to direct the vote
See Cover Pages Items 5-9.
(iii)
Sole power to dispose or to direct the disposition of
See Cover Pages Items 5-9.
(iv)
Shared power to dispose or to direct the disposition of
See Cover Pages Items 5-9.
Item 5. Ownership of 5 Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
The information in Items 2 and 4 is hereby incorporated by reference.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
The information in Items 2 and 4 is hereby incorporated by reference.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect
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.
Date: May 10, 2022
| Keystone Capital XXX, LLC | ||
| By: | /s/ Kent P. Dauten | |
| By: | Kent P. Dauten | |
| Its: | President | |