0000950170-24-112697.txt : 20241003 0000950170-24-112697.hdr.sgml : 20241003 20241003212336 ACCESSION NUMBER: 0000950170-24-112697 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241001 FILED AS OF DATE: 20241003 DATE AS OF CHANGE: 20241003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEP Group, LLC CENTRAL INDEX KEY: 0001216495 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353337 BUSINESS ADDRESS: STREET 1: C/O VISTA EQUITY PARTNERS STREET 2: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: C/O VISTA EQUITY PARTNERS STREET 2: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: VEFIIGP LLC DATE OF NAME CHANGE: 20030129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH ROBERT F CENTRAL INDEX KEY: 0001216497 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353328 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER STREET 2: 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VISTA EQUITY PARTNERS MANAGEMENT, LLC CENTRAL INDEX KEY: 0001569532 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353329 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 765-6500 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: VISTA EQUITY PARTNERS III, LLC DATE OF NAME CHANGE: 20130212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vista Equity Partners Fund VI-A, L.P. CENTRAL INDEX KEY: 0001665190 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353336 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF VI FAF, L.P. CENTRAL INDEX KEY: 0001665225 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353334 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vista Equity Partners Fund VI, L.P. CENTRAL INDEX KEY: 0001665262 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353335 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001689919 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353330 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Severin Topco, LLC CENTRAL INDEX KEY: 0001750226 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353333 BUSINESS ADDRESS: STREET 1: C/O KIRKLAND & ELLIS LLP STREET 2: 555 CALIFORNIA STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-439-1400 MAIL ADDRESS: STREET 1: C/O KIRKLAND & ELLIS LLP STREET 2: 555 CALIFORNIA STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vista Equity Partners Fund VI GP, L.P. CENTRAL INDEX KEY: 0001786024 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353332 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF VI GP. Ltd. CENTRAL INDEX KEY: 0001786074 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241353331 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POWERSCHOOL HOLDINGS, INC. CENTRAL INDEX KEY: 0001835681 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 854166024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 PARKSHORE DRIVE CITY: FOLSOM STATE: CA ZIP: 95630 BUSINESS PHONE: (916) 767-3628 MAIL ADDRESS: STREET 1: 150 PARKSHORE DRIVE CITY: FOLSOM STATE: CA ZIP: 95630 4 1 ownership.xml 4 X0508 4 2024-10-01 true 0001835681 POWERSCHOOL HOLDINGS, INC. PWSC 0001216495 VEP Group, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001665190 Vista Equity Partners Fund VI-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001665262 Vista Equity Partners Fund VI, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001665225 VEPF VI FAF, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001750226 Severin Topco, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001786024 Vista Equity Partners Fund VI GP, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001786074 VEPF VI GP. Ltd. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001689919 VEPF MANAGEMENT, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001569532 VISTA EQUITY PARTNERS MANAGEMENT, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 true false true false 0001216497 SMITH ROBERT F C/O VISTA EQUITY PARTNERS 401 CONGRESS DRIVE, SUITE 3100 AUSTIN TX 78701 true false true false false Class B Common Stock 2024-10-01 4 D false 17862279 D 19791780 I See Footnotes Class A Common Stock 2024-10-01 4 C false 17862279 A 52067959 I See Footnotes Class A Common Stock 2024-10-01 4 D false 52067959 D 0 I See Footnotes Class B Common Stock 2024-10-01 4 D false 19791780 0 D 0 I See Footnotes Common Units 2024-10-01 4 C false 17862279 D Class A Common Stock 17862279 19791780 I See Footnotes Common Units 2024-10-01 4 D false 19791780 D Class A Common Stock 19791780 0 I See Footnotes 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. 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). 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. 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. Upon effectiveness of the Merger, all Class B Shares were cancelled for no consideration. 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. 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. 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 2024-10-03 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P. 2024-10-03 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P. 2024-10-03 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P. 2024-10-03 /s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. 2024-10-03 /s/ Robert F. Smith, a Director of VEPF VI GP. Ltd. 2024-10-03 /s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P. 2024-10-03 /s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC 2024-10-03 /s/ Robert F. Smith 2024-10-03 /s/ Hardeep Gulati, as Chief Executive Officer of Severin Topco LLC 2024-10-03