ONEX CORP - 01 Oct 2024 Form 4 Insider Report for POWERSCHOOL HOLDINGS, INC.

Footnote F1

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 34,317,314 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), cancelled and converted into the right to receive $22.80 per share in cash without interest and 36,800,809 shares of Class A Common Stock 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.

Footnote F2

Consists of (i) 256,355 shares of Class A Common Stock disposed by Onex Partners IV Select LP ("Partners IV Select"), (ii) 849,226 shares of Class A Common Stock disposed by Onex US Principals LP ("US Principals"), (iii) 37,012,824 shares of Class A Common Stock disposed by Onex Partners IV LP ("IV LP"), (iv) 1,286,619 shares of Class A Common Stock disposed by Onex Partners IV GP LP ("IV GP LP"), (v) 1,829,802 shares of Class A Common Stock disposed by Onex Partners IV PV LP ("IV PV LP"), (vi) 20,914,797 shares of Class A Common Stock disposed by Onex Powerschool LP ("Onex Powerschool") and (vii) 8,968,500 shares of Class A Common Stock disposed by Pinnacle Holdings I L.P. ("Pinnacle" and, together with each of the foregoing, the "Onex Entities").

Footnote F3

Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange may be deemed to beneficially own the shares of Class A Common Stock held directly by the Onex Entities through Onex Corporation's wholly-owned subsidiaries (i) Onex Partners Canadian GP Inc., which owns all of the equity of (a) Onex Partners IV GP LLC, the general partner of Partners IV Select, and (b) Onex Partners IV GP Limited, the general partner of IV GP LP, the general partner of IV LP, Partners IV Select and IV PV LP, which hold interests in Pinnacle, and (ii) Onex Private Equity Holdings LLC, the sole owner of Onex American Holdings GP LLC and the general partner of Onex Powerschool and US Principals. Mr. Gerald W. Schwartz, the Chairman and CEO of Onex Corporation, holds a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the reported securities but disclaims such beneficial ownership.

Footnote F4

Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein and, pursuant to Rule 16a-1(a)(4), this report shall not be deemed an admission by any of the Reporting Persons of beneficial ownership of all or any of the reported securities for purposes of Section 16 or for any other purpose.