PowerSchool Holdings Inc.
10/03/2024 | Press release | Distributed by Public on 10/03/2024 15:09
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ONEX CORP 161 BAY STREET, 49TH FLOOR TORONTO, A6M5J 2S1 |
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Onex Partners IV GP LLC 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY10019 |
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Onex Partners IV Select LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY10019 |
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Onex Private Equity Holdings LLC 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY10019 |
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Onex US Principals LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY10019 |
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Signatures
| Onex Private Equity Holdings LLC By: /s/ Joshua Hausman, Director | 2024-10-03 |
| **Signature of Reporting Person | Date |
| Onex US Principals LP By: Onex American Holdings GP LLC, its general partner By: /s/ Joshua Hausman, Director | 2024-10-03 |
| **Signature of Reporting Person | Date |
| Gerald W. Schwartz By: /s/ Christopher A. Govan, attorney-in-fact for Gerald W. Schwartz | 2024-10-03 |
| **Signature of Reporting Person | Date |
| Onex Partners IV GP LLC By: /s/ Joshua Hausman, Director | 2024-10-03 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | 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. |
| (2) | 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"). |
| (3) | 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. |
| (4) | 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. |