| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
POWERSCHOOL HOLDINGS, INC. [ PWSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Common Stock | 10/01/2024 | D(1)(2) | 17,862,279 | D | (1)(2) | 19,791,780 | I | See Footnotes(2)(7)(8) | ||
| Class A Common Stock | 10/01/2024 | C(1)(2) | 17,862,279 | A | (1)(2) | 52,067,959 | I | See Footnotes(2)(7)(8) | ||
| Class A Common Stock | 10/01/2024 | D(3) | 52,067,959 | D | (3) | 0 | I | See Footnotes(4)(7)(8) | ||
| Class B Common Stock | 10/01/2024 | D(5) | 19,791,780 | D | $0 | 0 | I | See Footnotes(2)(7)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units | (1) | 10/01/2024 | C | 17,862,279 | (1) | (1) | Class A Common Stock | 17,862,279 | (1)(2) | 19,791,780 | I | See Footnotes(4)(7)(8) | |||
| Common Units | (1) | 10/01/2024 | D(6) | 19,791,780 | (1) | (1) | Class A Common Stock | 19,791,780 | (6) | 0 | I | See Footnotes(4)(7)(8) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Exchange Agreement dated July 27, 2021, by and among 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") are exchangeable (together with an equal number of shares of Class B common stock of the Issuer (the "Class B Shares"), which are forfeited for no consideration upon such exchange) for shares of Class A common stock, of the Issuer (the "Class A Shares") on a one-for-one basis. The Common Units do not expire. |
| 2. In connection with certain reorganizational transactions occurring immediately prior to the consummation of the Merger (as defined below), an aggregate of 17,862,279 Common Units initially held by Topco LLC were exchanged for a like number of Class A Shares (and cancellation of an equal number of Class B shares). |
| 3. Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated June 6, 2024, by and among the Issuer, BCPE Polymath Merger Sub, Inc. ("Merger Sub") and BCPE Polymath Buyer, Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger the reported securities were disposed of, with 16,559,818 Class A Shares, cancelled and converted into the right to receive $22.80 per share in cash without interest and 17,645,862 Class A Shares contributed to BCPE Polymath Topco, LP ("BCPE Topco"), an affiliate of Parent, in exchange for certain equity interests of BCPE Topco and/or one of its subsidiaries. |
| 4. Includes (i) 26,144,690 Class A Shares disposed of by VEPF VI-A ("VEPF VI-A"), (ii) 7,860,556 Class A Shares directly disposed of by VEPF VI ("VEPF VI") and (iii) 95,652 Class A Shares disposed of by VEPF FAF ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds"). The remainder of the reported securities were initially held by Topco LLC and disposed of in connection with the merger for the benefit of the Vista Funds. |
| 5. Upon effectiveness of the Merger, all Class B Shares were cancelled for no consideration. |
| 6. All unexchanged Common Units were directly or indirectly contributed to BCPE Topco in exchange for certain equity interests of BCPE Topco and/or one of its subsidiaries in connection with the consummation of the Merger. |
| 7. Topco LLC is managed by a board of managers. VEPF VI 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. |
| 8. 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. |
| /s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC | 10/03/2024 | |
| /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P. | 10/03/2024 | |
| /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P. | 10/03/2024 | |
| /s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P. | 10/03/2024 | |
| /s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. | 10/03/2024 | |
| /s/ Robert F. Smith, a Director of VEPF VI GP. Ltd. | 10/03/2024 | |
| /s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P. | 10/03/2024 | |
| /s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC | 10/03/2024 | |
| /s/ Robert F. Smith | 10/03/2024 | |
| /s/ Hardeep Gulati, as Chief Executive Officer of Severin Topco LLC | 10/03/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
