Michael C. Bisignano - Oct 1, 2024 Form 4 Insider Report for POWERSCHOOL HOLDINGS, INC. (PWSC)

Signature
/s/ Eric Shander, by Power of Attorney
Stock symbol
PWSC
Transactions as of
Oct 1, 2024
Transactions value $
-$5,592,589
Form type
4
Date filed
10/3/2024, 05:28 PM
Previous filing
May 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PWSC Class A Common Stock Disposed to Issuer -$5.59M -245K -100% $22.80 0 Oct 1, 2024 Direct F1, F2

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 Performance Share Units Disposed to Issuer -28.7K -100% 0 Oct 1, 2024 Class A Common Stock 28.7K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael C. Bisignano is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), 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 "Effective Time") each issued and outstanding share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") owned by the reporting person was cancelled and converted into the right to receive $22.80 per share in cash without interest (the "Per Share Price").
F2 Includes unvested restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Class A Common Stock subject to such RSUs as of immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the time when the RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to the terms thereof.
F3 Each outstanding performance share unit ("PSU") was, at the Effective Time, cancelled and converted into a performance stock unit award of an affiliate of Parent (a "Replacement PSU Award") based on the target number of shares and fair market value of such PSU in accordance with the terms of the Merger Agreement. The Replacement PSU Award will, subject to the holder's continued service through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such PSUs, vest and settle at the same time as the PSUs for which such Replacement PSU Award was exchanged would have vested and settled pursuant to its terms, and shall otherwise generally have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the PSU for which it was exchanged.