| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
POWERSCHOOL HOLDINGS, INC. [ PWSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 10/01/2024 | D(1) | 71,118,123(2) | D(1) | (1) | 0 | I | See Footnotes(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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"). |
| 3. 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. |
| 4. 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 | 10/03/2024 | |
| Onex US Principals LP By: Onex American Holdings GP LLC, its general partner By: /s/ Joshua Hausman, Director | 10/03/2024 | |
| Gerald W. Schwartz By: /s/ Christopher A. Govan, attorney-in-fact for Gerald W. Schwartz | 10/03/2024 | |
| Onex Partners IV GP LLC By: /s/ Joshua Hausman, Director | 10/03/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||