Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GULATI HARDEEP

(Last)

(First)

(Middle)

C/O POWERSCHOOL HOLDINGS, INC.

150 PARKSHORE DR.

(Street)

FOLSOM

95630

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POWERSCHOOL HOLDINGS, INC. [ PWSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/01/2024		D⁽¹⁾⁽²⁾		1,631,768⁽²⁾	D⁽¹⁾⁽²⁾	$22.8	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Market Share Units	⁽³⁾	10/01/2024		D⁽³⁾			700,799	⁽³⁾	⁽³⁾	Class A Common Stock	315,789	⁽³⁾	0	D
Performance Share Units	⁽⁴⁾	10/01/2024		D⁽⁴⁾			210,526	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	210,526	⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), 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 "Effective Time") each issued and outstanding share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") owned by the reporting person was cancelled and converted into the right to receive $22.80 per share in cash without interest (the "Per Share Price").

2. Includes unvested restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Class A Common Stock subject to such RSUs as of immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the time when the RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to the terms thereof.

3. Each outstanding market share unit ("MSU") was, at the Effective Time, cancelled and converted into a restricted stock unit award of an affiliate of Parent (a "Replacement MSU Award") based on the target number of shares and fair market value of such MSU in accordance with the terms of the Merger Agreement. The Replacement MSU Award will, subject to the holder's continued service through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such MSUs, vest and settle at the same time as the MSUs for which such Replacement MSU Award was exchanged would have vested and settled pursuant to its terms, and shall otherwise generally have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the MSU for which it was exchanged.

4. Each outstanding performance share unit ("PSU") was, at the Effective Time, cancelled and converted into a performance stock unit award of an affiliate of Parent (a "Replacement PSU Award") based on the target number of shares and fair market value of such PSU in accordance with the terms of the Merger Agreement. The Replacement PSU Award will, subject to the holder's continued service through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such PSUs, vest and settle at the same time as the PSUs for which such Replacement PSU Award was exchanged would have vested and settled pursuant to its terms, and shall otherwise generally have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the PSU for which it was exchanged.

	/s/ Eric Shander, by Power of Attorney	10/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.