Hardeep Gulati - Apr 1, 2024 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
Apr 1, 2024
Transactions value $
$0
Form type
4
Date filed
5/1/2024, 06:58 PM
Previous filing
Mar 29, 2024
Next filing
Apr 5, 2024

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 +316K +41.01% $0.00 1.09M Apr 1, 2024 Class A Common Stock 316K Direct F1, F2
transaction PWSC Performance Share Units Award $0 +211K $0.00 211K Apr 1, 2024 Class A Common Stock 211K 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.