Onex (ONEX) SC 13G/A POWERSCHOOL / ONEX ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

PowerSchool Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

73939C106

(CUSIP Number)

October 1, 2024

(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)

☒ 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 disclosures provided in a prior cover page.

The information required on 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  Onex Corporation
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  Ontario, Canada

Number of Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  CO

1.	Names of Reporting Persons  Pinnacle Holdings I L.P.
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 Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  PN

1.	Names of Reporting Persons  Onex Partners IV Select LP
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  Cayman Islands

Number of Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  PN

1.	Names of Reporting Persons  Onex US Principals LP
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 Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  PN

1.	Names of Reporting Persons  Onex Partners IV LP
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  Cayman Islands

Number of Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  PN

1.	Names of Reporting Persons  Onex Partners IV GP LP
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  Cayman Islands

Number of Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  PN

1.	Names of Reporting Persons  Onex Partners IV PV LP
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 Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  PN

1.	Names of Reporting Persons  Onex PowerSchool LP
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 Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  PN

1.	Names of Reporting Persons  Onex Partners Canadian GP Inc.
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  Ontario, Canada

Number of Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  CO

1.	Names of Reporting Persons  Onex American Holdings GP 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 Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  OO

1.	Names of Reporting Persons  Onex Private Equity Holdings 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 Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  OO

1.	Names of Reporting Persons  Onex Partners IV GP Ltd.
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  Cayman Islands

Number of Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  CO

1.	Names of Reporting Persons  Onex Partners IV GP 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 Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  OO

1.	Names of Reporting Persons  Gerald W. Schwartz
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  Canada

Number of Shares Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  0
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  0%
12.	Type of Reporting Person (See Instructions)  IN

Item 1(a).	Name of Issuer
	PowerSchool Holdings, Inc. (the “Issuer”)
Item 1(b).	Address of the Issuer’s Principal Executive Offices
	150 Parkshore Drive Folsom, CA 95630
Item 2(a).	Names of Persons Filing
	This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”: (i)  Onex Corporation (ii)  Pinnacle Holdings I L.P. (iii)   Onex Partners IV Select LP (iv) Onex US Principals LP (v)   Onex Partners IV LP (vi) Onex Partners IV GP LP (vii)  Onex Partners IV PV LP (viii)  Onex PowerSchool LP (ix) Onex Partners Canadian GP Inc. (x)   Onex American Holdings GP LLC (xi) Onex Private Equity Holdings LLC (xii)  Onex Partners IV GP Ltd. (xiii)  Onex Partners IV GP LLC (xiv) Gerald W. Schwartz The Reporting Persons have entered into a Joint Filing Agreement, dated February 8, 2022, a copy of which is attached as Exhibit A, pursuant to which the Reporting Persons agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Item 2(b).	Address of the Principal Business Office, or if none, Residence:
	Onex Corporation, Onex Partners IV GP Ltd., Onex Partners Canadian GP Inc., Gerald W. Schwartz: 161 Bay Street, 49th Floor Toronto, Ontario M5J 2S1 Canada Onex Partners IV LP, Pinnacle Holdings I LP, Onex PowerSchool LP, Onex Partners IV Select LP, Onex Partners IV PV LP, Onex Partners IV GP LP, Onex US Principals LP, Onex Private Equity Holdings LLC, Onex American Holdings GP LLC, Onex Partners IV GP LLC: 712 Fifth Avenue, 40th Floor New York, NY 10019

Item 2(c).	Citizenship
	See responses to Item 4 on each cover page.
Item 2(d).	Title of Class of Securities
	Class A Common Stock, par value $0.0001 per share.
Item 2(e).	CUSIP Number
	73939C106
Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
	Not Applicable.
Item 4.	Ownership (a)   Amount beneficially owned: See responses to Item 9 on each cover page. (b)   Percent of Class: See responses to Item 11 on each cover page. (c)   Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii)  Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii)  Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. The reported amounts reflect the October 1, 2024 disposition of all Issuer securities in connection with the merger between the Issuer and another corporation, which resulted in the Issuer’s securities being delisted from the New York Stock Exchange, as reported on the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2024.
Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

	Not Applicable.
Item 8.	Identification and Classification of Members of the Group
	Not Applicable.
Item 9.	Notice of Dissolution of Group
	Not Applicable.
Item 10.	Certification.
	Not Applicable.

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.

Dated: October 10, 2024

ONEX CORPORATION
By:	/s/ David Copeland
Name: David Copeland
Title: Managing Director, Finance
ONEX PARTNERS CANADIAN GP INC.
By:	/s/ David Copeland
Name: David Copeland
Title: Vice President
ONEX PARTNERS IV GP LTD.
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director
ONEX PARTNERS IV GP LP
By: Onex Partners IV GP Limited
Its: General Partner
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director
ONEX PARTNERS IV LP
By: Onex Partners IV GP LP
Its: General Partner
By: Onex Partners IV GP Limited
Its: General Partner
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director

ONEX PARTNERS IV PV LP
By: Onex Partners IV GP LP
Its: General Partner
By: Onex Partners IV GP Limited
Its: General Partner
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director
ONEX POWERSCHOOL LP
By: Onex American Holdings GP LLC
Its: General Partner
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director
PINNACLE HOLDINGS I L.P.
By: Pinnacle Holdings I GP Inc.
Its: General Partner
By:	/s/ Laurence Goldberg
Name: Laurence Goldberg
Title: Vice President
ONEX PARTNERS IV SELECT LP
By: Onex Partners IV GP LLC
Its: General Partner
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director
ONEX AMERICAN HOLDINGS GP LLC
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director
ONEX PRIVATE EQUITY HOLDINGS LLC
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director

ONEX US PRINCIPALS LP
By: Onex American Holdings GP LLC
Its: General Partner
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director
ONEX PARTNERS IV GP LLC
By:	/s/ Joshua Hausman
Name: Joshua Hausman
Title: Director
	/s/ Christopher A Govan
Name: Gerald W. Schwartz
Per Christopher A Govan, Attorney in Fact

EXHIBIT LIST

Exhibit A Joint Filing Agreement, dated as of February 8, 2022, by and among the Reporting Persons (incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons with the SEC on February 8, 2022).