VEP Group, LLC - Mar 3, 2023 Form 4 Insider Report for POWERSCHOOL HOLDINGS, INC. (PWSC)

Role: Director, 10%+ Owner
Signature: /s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC
Stock symbol: PWSC
Transactions as of: Mar 3, 2023
Transactions value $: -$87,505,165
Form type: 4
Date filed: 3/7/2023, 03:05 PM
Previous filing: Jun 27, 2022
Next filing: May 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PWSC	Class B Common Stock	Disposed to Issuer		-2.27M	-5.7%		37.7M	Mar 3, 2023	See Footnotes	F1, F2, F3, F7, F8
transaction	PWSC	Class A Common Stock	Conversion of derivative security		+2.27M	+6.27%		38.5M	Mar 3, 2023	See Footnotes	F1, F3, F7, F8
transaction	PWSC	Class A Common Stock	Sale	-$87.5M	-4.34M	-11.26%	$20.16	34.2M	Mar 3, 2023	See Footnotes	F4, F5, F6, F7, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PWSC	Common Units	Conversion of derivative security		-2.27M	-5.7%		37.7M	Mar 3, 2023	Class A Common Stock	2.27M		See Footnotes	F1, F3, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Exchange Agreement dated July 27, 2021, by and among the PowerSchool Holdings, Inc. (the "Issuer"), PowerSchool Holdings LLC ("Holdings LLC") and Severin Topco, LLC ("Topco LLC") (the "Exchange Agreement"), the units in Holdings LLC (the "Common Units") (together with an equal number of shares of Class B common stock, par value $0.0001 per share, of the Issuer (the "Class B Shares")) are exchangeable for shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Shares") on a one-for-one basis. The Common Units do not expire.
F2	Class B Shares confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's Class A Shares. Upon exchange of Common Units that are held by the Reporting Persons and reported in Table II hereof, an equal number of the Class B Shares will be delivered to the Issuer and cancelled for no consideration.
F3	Reflects Class B Shares, Class A Shares and Common Units held directly by Topco LLC after giving effect to the exchange of 2,274,413 Common Units (and cancellation of an equal number of Class B Shares) for 2,274,413 Class A Shares.
F4	Represents (i) 2,280,742 Class A Shares sold by Topco LLC, (ii) 1,579,214 Class A Shares sold by Vista Equity Partners VI-A, L.P. ("VEPF VI-A"), (iii) 474,800 Class A Shares sold by Vista Equity Partners VI, L.P. ("VEPF VI") and (iv) 5,778 Class A Shares sold by VEPF VI FAF, L.P. ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds").
F5	This amount represents a public offering price of $21.00 per Class A Share of the Issuer, less an underwriting discount of $0.84 per share for shares sold in an underwritten public offering.
F6	Consists of (i) 104,782 Class A Shares directly held by Topco LLC, (ii) 26,144,690 Class A Shares directly held by VEPF VI-A, (iii) 7,860,556 Class A Shares directly held by VEPF VI and (iv) 95,652 Class A Shares directly held by VEPF FAF.
F7	Topco LLC is managed by a board of managers. VEPF VI-A controls the board of managers of Topco LLC. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of VEPF VI. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. VEPF Management, L.P. ("Management Company") is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group") and the Management Company's sole limited partner is Vista Equity Partners Management, LLC ("VEPM"). VEP Group is the Senior Managing Member of VEPM. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company, VEPM and VEP Group may be deemed the beneficial owners of the shares directly held by the Vista Funds and Topco LLC.
F8	Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership except to the extent of its or his pecuniary interest and the inclusion of the reported securities in this report shall not be deemed an admission by any of the foregoing of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.