Onex Corp - Jul 28, 2021 Form 3 Insider Report for POWERSCHOOL HOLDINGS, INC. (PWSC)

Signature
Onex Private Equity Holdings LLC By: /s/ Matthew Ross, Director
Stock symbol
PWSC
Transactions as of
Jul 28, 2021
Transactions value $
$0
Form type
3
Date filed
7/28/2021, 07:28 PM
Previous filing
Jul 26, 2021
Next filing
Aug 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PWSC Class A Common Stock 75.4M Jul 28, 2021 See footnotes F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.,
F2 (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.

Remarks:

Exhibit 24 - Power of Attorney Form 2 of 2.