0000899243-21-030404.txt : 20210728 0000899243-21-030404.hdr.sgml : 20210728 20210728192530 ACCESSION NUMBER: 0000899243-21-030404 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210728 FILED AS OF DATE: 20210728 DATE AS OF CHANGE: 20210728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124231 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER NAME: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ GERALD W CENTRAL INDEX KEY: 0001275599 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex American Holdings GP LLC CENTRAL INDEX KEY: 0001544361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124222 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: 48TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5J 2S1 BUSINESS PHONE: (416) 874-1213 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: 48TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5J 2S1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX PARTNERS IV LP CENTRAL INDEX KEY: 0001593476 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124227 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 582-2211 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Partners IV PV LP CENTRAL INDEX KEY: 0001608322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124226 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVE., 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-582-2211 MAIL ADDRESS: STREET 1: 712 FIFTH AVE., 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX POWERSCHOOL LP CENTRAL INDEX KEY: 0001858704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124224 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 582-2211 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Partners Canadian GP Inc. CENTRAL INDEX KEY: 0001817206 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124229 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M51 2S1 BUSINESS PHONE: (416) 362-7711 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M51 2S1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Partners IV GP LP CENTRAL INDEX KEY: 0001838142 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124223 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD. CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: (201) 541-2121 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD. CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Partners IV GP Ltd CENTRAL INDEX KEY: 0001838143 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124230 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD. CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: (201) 541-2121 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD. CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PINNACLE HOLDINGS I LP CENTRAL INDEX KEY: 0001858677 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124225 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 582-2211 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POWERSCHOOL HOLDINGS, INC. CENTRAL INDEX KEY: 0001835681 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-28 0 0001835681 POWERSCHOOL HOLDINGS, INC. PWSC 0000937226 ONEX CORP 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 1 0 1 0 0001838143 Onex Partners IV GP Ltd 161 BAY STREET, SUITE 4900. TORONTO A6 M5J 2S1 ONTARIO, CANADA 1 0 1 0 0001817206 Onex Partners Canadian GP Inc. 161 BAY STREET, SUITE 4900. TORONTO A6 M5J 2S1 ONTARIO, CANADA 1 0 1 0 0001275599 SCHWARTZ GERALD W 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 1 0 1 0 0001593476 ONEX PARTNERS IV LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 1 0 1 0 0001608322 Onex Partners IV PV LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 1 0 1 0 0001858677 PINNACLE HOLDINGS I LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 1 0 1 0 0001858704 ONEX POWERSCHOOL LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 1 0 1 0 0001838142 Onex Partners IV GP LP 165 W CENTER STREET, SUITE 401 MARION OH 43302 1 0 1 0 0001544361 Onex American Holdings GP LLC 165 W CENTER STREET, SUITE 401 MARION OH 43302 1 0 1 0 Class A Common Stock 75413862 I See footnotes Reflects 9,510,223, 271,840, 900,522, 39,248,504, 1,364,335, 1,940,327 and 22,178,111 Class A Shares held directly by Pinnacle Holdings I L.P. ("Pinnacle"), Onex Partners IV Select LP ("Partners IV Select"), Onex US Principals LP ("US Principals"), Onex Partners IV LP ("IV LP"), Onex Partners IV GP LP ("IV GP LP"), Onex Partners IV PV LP ("IV PV LP") and Onex Powerschool LP ("Onex Powerschool"), respectively. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the shares of Class A common stock held directly by Partners IV Select, US Principals, IV LP, IV GP LP, IV PV LP, Onex Powerschool and Pinnacle , through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc., (Continued from Footnote 1) which owns all of the equity of (i) Onex Partners IV GP LLC, the general partner of Partners IV Select, and (ii) Onex Partners IV GP Limited, the general partner of IV GP LP, the general partner of IV LP, and IV PV LP, which hold interests in Pinnacle; and through Onex Corporation's ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex Powerschool LP and US Principals. Mr.Gerald W. Schwartz, the Chairman, Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the shares of Class A common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. Exhibit 24 - Power of Attorney Form 1 of 2. Onex Corporation By: /s/ David Copeland, Managing Director - Finance 2021-07-28 Onex Partners Canadian GP Inc. By: /s/ David Copeland, Vice President 2021-07-28 Onex Partners IV GP Limited By: /s/ Matthew Ross, Director 2021-07-28 Onex Partners IV GP LP By: Onex Partners IV GP Limited, its general partner By: /s/ Matthew Ross, Director 2021-07-28 Onex Partners IV LP By: Onex Partners IV GP LP By: Onex Partners IV GP Limited, its general partner By: /s/ Matthew Ross, Director 2021-07-28 Onex Partners IV PV LP By: Onex Partners IV GP LP By: Onex Partners IV GP Limited, its general partner By: /s/ Matthew Ross, Director 2021-07-28 Onex Powerschool LP By: Onex American Holdings GP LLC, its general partner By: /s/ Matthew Ross, Director 2021-07-28 Pinnacle Holdings I L.P. By: Pinnacle Holdings I GP Inc., its general partner By: /s/ Laurence Goldberg, Vice President 2021-07-28 Onex Partners IV Select LP By: Onex Partners IV GP LLC, its general partner By: /s/ Matthew Ross, Director 2021-07-28 Onex American Holdings GP LLC By: /s/ Matthew Ross, Director 2021-07-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 July 28, 2021

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of Hardeep Gulati and Eric Shander, signing singly, the undersigned's true
and lawful attorney-in-fact to: (i) execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer and/or director and/or
owner of greater than 10% of the outstanding common stock of PowerSchool
Holdings, Inc., a Delaware corporation (the "Company"), Forms 3, 4 and 5
(including any amendments, supplements or exhibits thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(ii) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
(including any amendments, supplements or exhibits thereto) and timely file such
form with the United States Securities and Exchange Commission (the "SEC") and
any stock exchange or similar authority, including without limitation the filing
of a Form ID or any other documents necessary or appropriate to enable the
undersigned to file the Form 3, 4 and 5 electronically with the SEC; (iii) seek
or obtain, as the undersigned's representative and on the undersigned's behalf,
information on transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information to
each of the undersigned's attorneys-in-fact appointed by this Power of Attorney
and ratifies any such release of information; and (iv) take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.

Signed and acknowledged:


Onex Corporation By: /s/ David Copeland, Managing Director - Finance
Onex Partners Canadian GP Inc. By: /s/ David Copeland, Vice President
Onex Partners IV GP Limited By: /s/ Matthew Ross, Director
Onex Partners IV GP LP By: Onex Partners IV GP Limited, its general partner
By: /s/ Matthew Ross, Director
Onex Partners IV LP By: Onex Partners IV GP LP By: Onex Partners IV GP Limited,
its general partner By: /s/ Matthew Ross, Director
Onex Partners IV PV LP By: Onex Partners IV GP LP By: Onex Partners IV GP
Limited, its general partner By: /s/ Matthew Ross, Director
Onex Powerschool LP By: Onex American Holdings GP LLC, its general partner
By: /s/ Matthew Ross, Director
Pinnacle Holdings I L.P. By: Pinnacle Holdings I GP Inc., its general partner
By: /s/ Laurence Goldberg, Vice President
Onex Partners IV Select LP By: Onex Partners IV GP LLC, its general partner
By: /s/ Matthew Ross, Director
Onex American Holdings GP LLC By: /s/ Matthew Ross, Director
Onex Private Equity Holdings LLC By: /s/ Matthew Ross, Director
Onex US Principals LP By: Onex American Holdings GP LLC, its general partner
By: /s/ Matthew Ross, Director
Gerald W. Schwartz By: /s/ Andrea E. Daly, attorney-in-fact for
Gerald W. Schwartz
Onex Partners IV GP LLC By: /s/ Matthew Ross, Director