0000899243-23-007336.txt : 20230307
0000899243-23-007336.hdr.sgml : 20230307
20230307160534
ACCESSION NUMBER: 0000899243-23-007336
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230303
FILED AS OF DATE: 20230307
DATE AS OF CHANGE: 20230307
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX CORP
CENTRAL INDEX KEY: 0000937226
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40684
FILM NUMBER: 23712579
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: Onex US Principals LP
CENTRAL INDEX KEY: 0001297369
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40684
FILM NUMBER: 23712575
BUSINESS ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: (416) 362-7711
MAIL ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Partners IV GP LLC
CENTRAL INDEX KEY: 0001838068
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40684
FILM NUMBER: 23712578
BUSINESS ADDRESS:
STREET 1: C/O ONEX PARTNERS MANAGER LP
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 582-2211
MAIL ADDRESS:
STREET 1: C/O ONEX PARTNERS MANAGER LP
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Partners IV Select LP
CENTRAL INDEX KEY: 0001607190
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40684
FILM NUMBER: 23712577
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 582-2211
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Private Equity Holdings LLC
CENTRAL INDEX KEY: 0001838067
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40684
FILM NUMBER: 23712576
BUSINESS ADDRESS:
STREET 1: C/O ONEX PARTNERS MANAGER LP
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 582-2211
MAIL ADDRESS:
STREET 1: C/O ONEX PARTNERS MANAGER LP
STREET 2: 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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-03-03
0
0001835681
POWERSCHOOL HOLDINGS, INC.
PWSC
0000937226
ONEX CORP
161 BAY STREET, SUITE 4900
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
1
0
1
0
0001838068
Onex Partners IV GP LLC
712 FIFTH AVENUE, 40TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001607190
Onex Partners IV Select LP
712 FIFTH AVENUE, 40TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001838067
Onex Private Equity Holdings LLC
712 FIFTH AVENUE, 40TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001297369
Onex US Principals LP
165 W CENTER STREET, SUITE 401
MARION
OH
43302
1
0
1
0
Class A Common Stock
2023-03-03
4
S
0
4295739
20.16
D
71118123
I
See Footnotes
The reported shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Shares") were sold in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (Registration No. 333-270101). The aggregate 4,295,739 Class A shares sold by the Reporting Persons include: (i) 15,485 Class A Shares sold by Onex Partners IV Select LP ("Partners IV Select"), (ii) 51,296 Class A Shares sold by Onex US Principals LP ("US Principals"), (iii) 2,235,680 Class A Shares sold by Onex Partners IV LP ("IV LP"), (iv) 77,716 Class A Shares sold by Onex Partners IV GP LP ("IV GP LP"), (v) 110,525 Class A Shares sold by Onex Partners IV PV LP ("IV PV LP"), (vi) 1,263,314 Class A Shares sold by Onex Powerschool LP ("Onex Powerschool") and (vii) 541,723 Class A Shares sold by Pinnacle Holdings I L.P. ("Pinnacle," together with each of the foregoing, the "Onex Entities").
This amount represents a public offering price of $21.00 per Class A Share, less an underwriting discount of $0.84 per Class A Share sold in an underwritten public offering.
Consists of (i) 256,355 Class A Shares held directly by Partners IV Select, (ii) 849,226 Class A Shares held directly by US Principals, (iii) 37,012,824 Class A Shares held directly by IV LP, (iv) 1,286,619 Class A Shares held directly by IV GP LP, (v) 1,829,802 Class A Shares held directly by IV PV LP, (vi) 20,914,797 Class A Shares held directly by Onex Powerschool and (vii) 8,968,500 Class A Shares held directly by Pinnacle.
Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange may be deemed to beneficially own the Class A Shares held directly by the Onex Entities through Onex Corporation's wholly-owned subsidiaries (i) Onex Partners Canadian GP Inc., which owns all of the equity of (a) Onex Partners IV GP LLC, the general partner of Partners IV Select, and (b) Onex Partners IV GP Limited, the general partner of IV GP LP, the general partner of IV LP, Partners IV Select and IV PV LP, which hold interests in Pinnacle, and (ii) Onex Private Equity Holdings LLC, the sole owner of Onex American Holdings GP LLC and the general partner of Onex Powerschool and US Principals. Mr. Gerald W. Schwartz, the Chairman and CEO of Onex Corporation, holds a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the reported securities but disclaims such beneficial ownership.
Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein and, pursuant to Rule 16a-1(a)(4), this report shall not be deemed an admission by any of the Reporting Persons of beneficial ownership of all or any of the reported securities for purposes of Section 16 or for any other purpose.
Onex Private Equity Holdings LLC, By: /s/ Matthew Ross, Director
2023-03-07
Onex US Principals LP, By: Onex American Holdings GP LLC, its general partner, By: /s/ Matthew Ross, Director
2023-03-07
Gerald W. Schwartz, By: /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz
2023-03-07
Onex Partners IV GP LLC, By: /s/ Matthew Ross, Director
2023-03-07