Sec Form 13G Filing - VEP Group LLC @ POWERSCHOOL HOLDINGS INC.

Sec Form 13G Filing - VEP Group LLC filing for POWERSCHOOL HOLDINGS INC. (PWSC) - 2024-02-14

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

PowerSchool Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

73939C106

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)

Represents (i) 34,205,680 shares of the Issuer’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and (ii) 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of the Issuer’s Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) (together with an equal number of common limited liability company interests in PowerSchool Holdings, LLC (“Common Units”)) at the option of the Reporting Person(s).

(2)

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

(1)	Represents 26,144,690 shares of Class A Common Stock.

(2)

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

(1)	Represents (i) 7,965,338 shares of Class A Common Stock and (ii) 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

(2)

(1)	Represents 95,652 shares of Class A Common Stock.

(2)

Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

(1)	Represents (i) 104,782 shares of Class A Common Stock and (ii) 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

(2)

(1)	Represents (i) 34,205,680 shares of Class A Common Stock and (ii) 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units) at the option of the Reporting Person(s).

(2)

Item 1(a).

Name of Issuer

PowerSchool Holdings, Inc. (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

150 Parkshore Drive

Folsom, CA 95630

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

(i)

VEP Group, LLC (“VEP Group”);

(ii)

Vista Equity Partners Fund VI-A, L.P. (“VEPF VI-A”);

(iii)

Vista Equity Partners Fund VI, L.P. (“VEPF VI”);

(iv)

VEPF VI FAF, L.P. (“FAF” and, together with VEPF VI-A and VEPF VI, the “Vista Funds”);

(v)

Severin Topco, LLC (“Topco LLC” and, together with the foregoing, the “Vista Entities”); and

(vi)

Robert F. Smith.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 9, 2022, a copy of which is attached as Exhibit A, pursuant to which the Reporting Persons agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b).

Address of the Principal Business Office, or if none, Residence

The principal business address of each of the Vista Entities is 4 Embarcadero Center, 20th Fl., San Francisco, California 94111.

The principal business address of Mr. Smith is c/o Vista Equity Partners, 401 Congress Drive, Suite 3100, Austin, Texas 78701.

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

Item 2(d).

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share.

Item 2(e).

CUSIP Number

73939C106

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

Not Applicable.

Item 4.

Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of Class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The reported securities are directly held by the Vista Funds and Topco LLC. Topco LLC is managed by a board of managers. VEPF VI controls the board of managers of Topco LLC. Vista Equity Partners Fund VI GP, L.P. (“Fund VI GP”) is the sole general partner of VEPF VI. VEPF VI GP, Ltd. (“Fund VI UGP”) is the sole general partner of Fund VI GP. Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. VEPF Management, L.P. (“Management Company”) is the sole management company of each of the Vista Funds. VEP Group is the sole general partner of the Management Company, and the Management Company’s sole limited partner is Vista Equity Partners Management, LLC (“VEPM”). VEP Group is the Senior Managing Member of VEPM. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, Management Company, VEPM and VEP Group may be deemed to be beneficial owners of the shares directly held by the Vista Funds and Topco LLC. This statement shall not be construed as an admission that any of the foregoing is a beneficial owner of the reported securities.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024


VEP GROUP, LLC

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Managing Member

VISTA EQUITY PARTNERS FUND VI-A, L.P.

By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director

VISTA EQUITY PARTNERS FUND VI, L.P.

By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director

VEPF VI FAF, L.P.

By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director



SEVERIN TOPCO, LLC

By:		/s/ Hardeep Gulati
Name: Hardeep Gulati
Title: Chief Executive Officer



/s/ Robert F. Smith
Robert F. Smith


EXHIBIT LIST
Exhibit A		Joint Filing Agreement, dated as of February 9, 2022, by and among the Reporting Persons (incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons with the SEC on February 9, 2022).

Names of Reporting Persons

VEP Group, LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware