Eric Ryan Shander - 01 Apr 2024 Form 4 Insider Report for POWERSCHOOL HOLDINGS, INC.

Role
President, CFO
Signature
/s/ Eric Shander
Issuer symbol
N/A
Transactions as of
01 Apr 2024
Net transactions value
$0
Form type
4
Filing time
01 May 2024, 18:58:24 UTC
Previous filing
29 Mar 2024
Next filing
05 Apr 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PWSC Class A Common Stock Award $0 +55,263 +12% $0.000000 531,131 01 Apr 2024 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 +55,263 +31% $0.000000 234,935 01 Apr 2024 Class A Common Stock 55,263 Direct F1, F2
transaction PWSC Performance Share Units Award $0 +73,684 $0.000000 73,684 01 Apr 2024 Class A Common Stock 73,684 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each market share unit ("MSU") converts into a number of shares of Class A common stock. The number of MSUs reported on this Form 4 represents the target. The actual number of shares to be granted is determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the average fair market value of the Class A common stock during the ten trading days immediately preceding the applicable vesting date, divided by the fair market value of the Class A common stock on the grant date. The minimum payout factor that must be achieved to earn a payout is 65% and the maximum payout factor is 200%.
F2 50% of the MSUs will vest on April 1, 2026 and 50% of the MSUs will vest on April 1, 2027, subject to continued employment.
F3 Each performance share unit ("PSU") converts into a number of shares of Class A common stock. The number of PSUs reported on this Form 4 represents the target. The actual number of shares to be granted is determined by applying a payout factor to the target number of PSUs vesting on a given date. The payout factor is based on the achievement of certain performance metrics.
F4 50% of the PSUs will vest on April 1, 2026 and 50% of the PSUs will vest on April 1, 2027, subject to continued employment.