VEP Group, LLC - Oct 1, 2024 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: Oct 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/3/2024, 09:23 PM
Previous filing: May 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PWSC	Class B Common Stock	Disposed to Issuer		-17.9M	-47.44%		19.8M	Oct 1, 2024	See Footnotes	F1, F2, F7, F8
transaction	PWSC	Class A Common Stock	Conversion of derivative security		+17.9M	+52.22%		52.1M	Oct 1, 2024	See Footnotes	F1, F2, F7, F8
transaction	PWSC	Class A Common Stock	Disposed to Issuer		-52.1M	-100%		0	Oct 1, 2024	See Footnotes	F3, F4, F7, F8
transaction	PWSC	Class B Common Stock	Disposed to Issuer	$0	-19.8M	-100%	$0.00	0	Oct 1, 2024	See Footnotes	F2, F5, 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		-17.9M	-47.44%		19.8M	Oct 1, 2024	Class A Common Stock	17.9M		See Footnotes	F1, F2, F4, F7, F8
transaction	PWSC	Common Units	Disposed to Issuer		-19.8M	-100%		0	Oct 1, 2024	Class A Common Stock	19.8M		See Footnotes	F1, F4, F6, F7, F8

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

VEP Group, LLC 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 Exchange Agreement dated July 27, 2021, by and among 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") are exchangeable (together with an equal number of shares of Class B common stock of the Issuer (the "Class B Shares"), which are forfeited for no consideration upon such exchange) for shares of Class A common stock, of the Issuer (the "Class A Shares") on a one-for-one basis. The Common Units do not expire.
F2	In connection with certain reorganizational transactions occurring immediately prior to the consummation of the Merger (as defined below), an aggregate of 17,862,279 Common Units initially held by Topco LLC were exchanged for a like number of Class A Shares (and cancellation of an equal number of Class B shares).
F3	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 16,559,818 Class A Shares, cancelled and converted into the right to receive $22.80 per share in cash without interest and 17,645,862 Class A Shares 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.
F4	Includes (i) 26,144,690 Class A Shares disposed of by VEPF VI-A ("VEPF VI-A"), (ii) 7,860,556 Class A Shares directly disposed of by VEPF VI ("VEPF VI") and (iii) 95,652 Class A Shares disposed of by VEPF FAF ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds"). The remainder of the reported securities were initially held by Topco LLC and disposed of in connection with the merger for the benefit of the Vista Funds.
F5	Upon effectiveness of the Merger, all Class B Shares were cancelled for no consideration.
F6	All unexchanged Common Units were directly or indirectly contributed to BCPE Topco in exchange for certain equity interests of BCPE Topco and/or one of its subsidiaries in connection with the consummation of the Merger.
F7	Topco LLC is managed by a board of managers. VEPF VI 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.