Hardeep Gulati - Mar 25, 2023 Form 4 Insider Report for POWERSCHOOL HOLDINGS, INC. (PWSC)

Role
Chief Executive Officer, Director
Signature
/s/ Eric Shander, by Power of Attorney
Stock symbol
PWSC
Transactions as of
Mar 25, 2023
Transactions value $
$0
Form type
4
Date filed
3/28/2023, 09:59 PM
Previous filing
Mar 22, 2023
Next filing
Apr 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PWSC Class A Common Stock Award $0 +128K +5.54% $0.00 2.44M Mar 25, 2023 Direct

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 Market Share Units Award $0 +770K $0.00 770K Mar 25, 2023 Class A Common Stock 770K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Market share units ("MSUs") represent a right to receive one share of Class A common stock for each vested unit. The number of MSUs reported represents the maximum possible number of shares that are eligible for vesting, which is 200% of the number of shares that would be earned at target. The minimum payout factor that must be achieved to earn any payout is 65%. The actual number of shares that will vest on each vesting date will be equal to (i) the number of shares at target payout multiplied by (ii) (a) the average price of the Class A common stock for the 10 trading days immediately preceding the applicable vesting date divided by (b) the closing stock price on March 27, 2023.
F2 The MSUs vest (i) 50% on March 25, 2025 and (ii) 50% on March 25, 2026, subject to continued employment.