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Filing Details

Accession Number:: 0000899243-23-007338
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-03-07 16:05:28
Reporting Period:: 2023-03-03

Accepted Time:: 2023-03-07 16:05:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1835681	Powerschool Holdings Inc.	PWSC	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1216495	Vep Group, Llc	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1216497	F Robert Smith	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1569532	Vista Equity Partners Management, Llc	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1665190	Vista Equity Partners Fund Vi-A, L.p.	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1665225	Vepf Vi Faf, L.p.	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1665262	Vista Equity Partners Fund Vi, L.p.	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1689919	Vepf Management, L.p.	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1750226	Severin Topco, Llc	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1786024	Vista Equity Partners Fund Vi Gp, L.p.	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No
1786074	Ltd. Gp. Vi Vepf	C/O Vista Equity Partners 4 Embarcadero Center, 20Th Fl. San Francisco CA 94111	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2023-03-03	2,274,413	$0.00	37,654,059	No	4	D	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2023-03-03	2,274,413	$0.00	38,546,214	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2023-03-03	4,340,534	$20.16	34,205,680	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common Units	Disposition	2023-03-03	2,274,413	$0.00	2,274,413	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
37,654,059			No	4	C	Indirect

Footnotes

Pursuant to the Exchange Agreement dated July 27, 2021, by and among the PowerSchool Holdings, Inc. (the "Issuer"), PowerSchool Holdings LLC ("Holdings LLC") and Severin Topco, LLC ("Topco LLC") (the "Exchange Agreement"), the units in Holdings LLC (the "Common Units") (together with an equal number of shares of Class B common stock, par value $0.0001 per share, of the Issuer (the "Class B Shares")) are exchangeable for shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Shares") on a one-for-one basis. The Common Units do not expire.
Class B Shares confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's Class A Shares. Upon exchange of Common Units that are held by the Reporting Persons and reported in Table II hereof, an equal number of the Class B Shares will be delivered to the Issuer and cancelled for no consideration.
Reflects Class B Shares, Class A Shares and Common Units held directly by Topco LLC after giving effect to the exchange of 2,274,413 Common Units (and cancellation of an equal number of Class B Shares) for 2,274,413 Class A Shares.
Represents (i) 2,280,742 Class A Shares sold by Topco LLC, (ii) 1,579,214 Class A Shares sold by Vista Equity Partners VI-A, L.P. ("VEPF VI-A"), (iii) 474,800 Class A Shares sold by Vista Equity Partners VI, L.P. ("VEPF VI") and (iv) 5,778 Class A Shares sold by VEPF VI FAF, L.P. ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds").
This amount represents a public offering price of $21.00 per Class A Share of the Issuer, less an underwriting discount of $0.84 per share for shares sold in an underwritten public offering.
Consists of (i) 104,782 Class A Shares directly held by Topco LLC, (ii) 26,144,690 Class A Shares directly held by VEPF VI-A, (iii) 7,860,556 Class A Shares directly held by VEPF VI and (iv) 95,652 Class A Shares directly held by VEPF FAF.
Topco LLC is managed by a board of managers. VEPF VI-A controls the board of managers of Topco LLC. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of VEPF VI. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. VEPF Management, L.P. ("Management Company") is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group") and the Management Company's sole limited partner is Vista Equity Partners Management, LLC ("VEPM"). VEP Group is the Senior Managing Member of VEPM. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company, VEPM and VEP Group may be deemed the beneficial owners of the shares directly held by the Vista Funds and Topco LLC.
Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership except to the extent of its or his pecuniary interest and the inclusion of the reported securities in this report shall not be deemed an admission by any of the foregoing of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.