0000950170-24-112489.txt : 20241003 0000950170-24-112489.hdr.sgml : 20241003 20241003170816 ACCESSION NUMBER: 0000950170-24-112489 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: ONEX CORP CENTRAL INDEX KEY: 0000937226 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 241352380 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 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: 241352376 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 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: 241352379 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 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: 241352378 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 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: 241352377 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] 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 0000937226 ONEX CORP 161 BAY STREET, 49TH FLOOR TORONTO A6 M5J 2S1 ONTARIO, CANADA true false true false 0001838068 Onex Partners IV GP LLC 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 true false true false 0001607190 Onex Partners IV Select LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 true false true false 0001838067 Onex Private Equity Holdings LLC 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 true false true false 0001297369 Onex US Principals LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 true false true false false Class A Common Stock 2024-10-01 4 D false 71118123 D 0 I See Footnotes 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 34,317,314 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), cancelled and converted into the right to receive $22.80 per share in cash without interest and 36,800,809 shares of Class A Common Stock 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. Consists of (i) 256,355 shares of Class A Common Stock disposed by Onex Partners IV Select LP ("Partners IV Select"), (ii) 849,226 shares of Class A Common Stock disposed by Onex US Principals LP ("US Principals"), (iii) 37,012,824 shares of Class A Common Stock disposed by Onex Partners IV LP ("IV LP"), (iv) 1,286,619 shares of Class A Common Stock disposed by Onex Partners IV GP LP ("IV GP LP"), (v) 1,829,802 shares of Class A Common Stock disposed by Onex Partners IV PV LP ("IV PV LP"), (vi) 20,914,797 shares of Class A Common Stock disposed by Onex Powerschool LP ("Onex Powerschool") and (vii) 8,968,500 shares of Class A Common Stock disposed by Pinnacle Holdings I L.P. ("Pinnacle" and, together with each of the foregoing, the "Onex Entities"). Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange may be deemed to beneficially own the shares of Class A Common Stock 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/ Joshua Hausman, Director 2024-10-03 Onex US Principals LP By: Onex American Holdings GP LLC, its general partner By: /s/ Joshua Hausman, Director 2024-10-03 Gerald W. Schwartz By: /s/ Christopher A. Govan, attorney-in-fact for Gerald W. Schwartz 2024-10-03 Onex Partners IV GP LLC By: /s/ Joshua Hausman, Director 2024-10-03