Eric Shander - Apr 1, 2024 Form 4/A Insider Report for POWERSCHOOL HOLDINGS, INC. (PWSC)

Role
President, CFO
Signature
/s/ Eric Shander
Stock symbol
PWSC
Transactions as of
Apr 1, 2024
Transactions value $
$0
Form type
4/A
Date filed
5/6/2024, 04:07 PM
Date Of Original Report
May 1, 2024
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 +55.3K +61.51% $0.00 145K Apr 1, 2024 Class A Common Stock 55.3K Direct F1, F2, F3
* 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 The original Form 4 filed on May 1, 2024 is being amended by this Form 4/A to correct an error in Column 9. The number reported in Column 9 represents the total target number of MSUs, which includes 89,836 MSUs granted on March 25, 2023 and 55,262 MSUs granted on April 1, 2024. The number reported in the original Form 4 was incorrect because it included the maximum number of shares that are eligible for vesting from the March 25, 2023 grant, which was 200% of the target.