Ronald D. Mccray - Oct 1, 2024 Form 4 Insider Report for POWERSCHOOL HOLDINGS, INC. (PWSC)

Role: Director
Signature: /s/ Eric Shander, by Power of Attorney
Stock symbol: PWSC
Transactions as of: Oct 1, 2024
Transactions value $: -$723,284
Form type: 4
Date filed: 10/3/2024, 05:34 PM
Previous filing: Mar 5, 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	-$723K	-31.7K	-100%	$22.80	0	Oct 1, 2024	Direct	F1, F2

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

Ronald D. Mccray 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 RSU award agreement, automatically vested in full at the Effective Time. Pursuant to the Merger Agreement, each such vested RSU was 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 vested RSUs as of immediately prior to the Effective Time.

Content

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").

Includes unvested restricted stock units ("RSUs") of the Issuer which, pursuant to the RSU award agreement, automatically vested in full at the Effective Time. Pursuant to the Merger Agreement, each such vested RSU was 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 vested RSUs as of immediately prior to the Effective Time.