Filing Details
- Accession Number:
- 0001193125-22-031117
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-07 19:00:00
- Filed By:
- Onex Corp
- Company:
- Powerschool Holdings Inc.
- Filing Date:
- 2022-02-08
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Onex Corporation | 0 | 75,413,862 | 0 | 75,413,862 | 75,413,862 | 38.01% |
| Pinnacle Holdings I | 0 | 9,510,223 | 0 | 9,510,223 | 9,510,223 | 4.79% |
| Onex Partners IV Select | 0 | 271,840 | 0 | 271,840 | 271,840 | (2) 12. Type of Reporting Person (See Instructions) PN (1) Represents 271,840 shares of Class A Common Stock. (2) Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuer 146 s Form 10-Q, filed on November 10, 2021. Beneficial ownership representing less than 1% |
| Onex US Principals | 0 | 900,522 | 0 | 900,522 | 900,522 | (2) 12. Type of Reporting Person (See Instructions) PN (1) Represents 900,522 shares of Class A Common Stock. (2) Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuer 146 s Form 10-Q, filed on November 10, 2021. Beneficial ownership representing less than 1% |
| Onex Partners IV | 0 | 48,758,727 | 0 | 48,758,727 | 48,758,727 | 24.58% |
| Onex Partners IV GP | 0 | 52,063,389 | 0 | 52,063,389 | 52,063,389 | 26.24% |
| Onex Partners IV PV | 0 | 11,450,550 | 0 | 11,450,550 | 11,450,550 | 5.77% |
| Onex PowerSchool | 0 | 22,178,111 | 0 | 22,178,111 | 22,178,111 | 11.18% |
| Onex Partners Canadian GP Inc | 0 | 52,335,229 | 0 | 52,335,229 | 52,335,229 | 26.38% |
| Onex American Holdings GP | 0 | 23,078,633 | 0 | 23,078,633 | 23,078,633 | 11.63% |
| Onex Private Equity Holdings | 0 | 23,078,633 | 0 | 23,078,633 | 23,078,633 | 11.63% |
| Onex Partners IV GP Ltd | 0 | 52,063,389 | 0 | 52,063,389 | 52,063,389 | 26.24% |
| Onex Partners IV GP | 0 | 271,840 | 0 | 271,840 | 271,840 | (2) 12. Type of Reporting Person (See Instructions) OO (Limited Liability Company) (1) Represents 271,840 shares of Class A Common Stock. (2) Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuer 146 s Form 10-Q, filed on November 10, 2021. Beneficial ownership representing less than 1% |
| Gerald W. Schwartz | 0 | 75,413,862 | 0 | 75,413,862 | 75,413,862 | 38.01% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
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, 2021
(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 persons 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. | Names of Reporting Persons
Onex Corporation | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Ontario, Canada | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
75,413,862 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
75,413,862 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
75,413,862(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
38.01%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents 75,413,862 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Pinnacle Holdings I L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
9,510,223 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,510,223 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
9,510,223(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
4.79%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 9,510,223 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex Partners IV Select LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
271,840 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
271,840 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
271,840(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 271,840 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. Beneficial ownership representing less than 1% is denoted with an asterisk (*). |
| 1. | Names of Reporting Persons
Onex US Principals LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
900,522 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
900,522 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
900,522(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 900,522 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. Beneficial ownership representing less than 1% is denoted with an asterisk (*). |
| 1. | Names of Reporting Persons
Onex Partners IV LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
48,758,727 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
48,758,727 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
48,758,727(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
24.58%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 48,758,727 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex Partners IV GP LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
52,063,389 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
52,063,389 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
52,063,389(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.24%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 52,063,389 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex Partners IV PV LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
11,450,550 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,450,550 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
11,450,550(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
5.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 11,450,550 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex PowerSchool LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,178,111 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,178,111 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
22,178,111(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.18%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 22,178,111 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex Partners Canadian GP Inc. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Ontario, Canada | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
52,335,229 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
52,335,229 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
52,335,229(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.38%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents 52,335,229 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex American Holdings GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
23,078,633 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,078,633 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,078,633(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.63%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | Represents 23,078,633 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex Private Equity Holdings LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
23,078,633 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,078,633 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,078,633(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.63%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | Represents 23,078,633 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex Partners IV GP Ltd. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
52,063,389 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
52,063,389 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
52,063,389(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
26.24%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents 52,063,389 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Onex Partners IV GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
271,840 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
271,840 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
271,840(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Liability Company) | |||||
| (1) | Represents 271,840 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. Beneficial ownership representing less than 1% is denoted with an asterisk (*). |
| 1. | Names of Reporting Persons
Gerald W. Schwartz | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Canada | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
75,413,862 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
75,413,862 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
75,413,862(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
38.01%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents 75,413,862 shares of Class A Common Stock. |
| (2) | Calculated based on 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021, as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| Item 1(a). | Name of Issuer | |
| PowerSchool Holdings, Inc. | ||
| Item 1(b). | Address of the Issuers 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, all of whom together are referred to herein as the Reporting Persons:
(i) Onex Corporation
(ii) Pinnacle Holdings I, L.P.
(iii) Onex Partners IV Select LP
(iv) Onex US Principals LP
(v) Onex Partners IV LP
(vi) Onex Partners IV GP LP
(vii) Onex Partners IV PV LP
(viii) Onex Partners IV GP LLC
(ix) Onex PowerSchool LP
(x) Onex Partners Canadian GP Inc.
(xi) Onex American Holdings GP LLC
(xii) Onex Private Equity Holdings LLC
(xiii) Onex Partners IV GP Ltd.
(xiv) Gerald W. Schwartz
The Reporting Persons have entered into a Joint Filing Agreement, dated February 8, 2022, a copy of which is attached as Exhibit A, pursuant to which the Reporting Persons agreed to file this 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: | |
| Onex Corporation, Onex Partners IV GP Ltd., Onex Partners Canadian GP Inc., Gerald W. Schwartz: 161 Bay Street, Suite 4900 Toronto, Ontario M5J 2S1 Canada
Onex Partners IV LP, Pinnacle Holdings I LP, Onex PowerSchool LP, Onex Partners IV Select LP, Onex Partners IV PV LP: 712 Fifth Avenue, 40th Floor New York, NY 10019
Onex Partners IV GP LP, Onex US Principals LP, Onex Private Equity Holdings LLC, Onex American Holdings GP LLC, Onex Partners IV GP LLC: 165 W Center Street, Suite 401 Marion, OH 43302 | ||
| 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 | ||
| 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): | |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ☐ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| 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 Pinnacle Holdings I L.P., Onex Partners IV Select LP, Onex US Principals LP, Onex Partners IV LP, Onex Partners IV GP LP, Onex Partners IV PV LP and Onex Powerschool LP. Onex Corporation, a corporation and Mr. Gerald W. Schwartz may be deemed to beneficially own the shares of Class A Common Stock held directly by Onex Partners IV Select LP, Onex US Principals LP, Onex Partners IV LP, Onex Partners IV GP LP, Onex Partners IV PV LP, Onex Powerschool LP, and Pinnacle Holdings I L.P., through Onex Corporations ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of (i) Onex Partners IV GP LLC, the general partner of Onex Partners IV Select LP, and (ii) Onex Partners IV GP Limited, the general partner of Onex Partners IV GP LP, the general partner of Onex Partners IV LP, and Onex Partners IV PV LP, which hold interests in Pinnacle Holdings I, L.P.; and through Onex Corporations ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex Powerschool LP and Onex US Principals LP. Mr.Gerald W. Schwartz, the Chairman, Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the shares of Class A Common Stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. | ||
| 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. | ||
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 8, 2022
| ONEX CORPORATION | ||
| By: | /s/ David Copeland | |
| Name: | David Copeland | |
| Title: | Managing Director, Finance | |
| ONEX PARTNERS CANADIAN GP INC. | ||
| By: | /s/ David Copeland | |
| Name: | David Copeland | |
| Title: | Vice President | |
| ONEX PARTNERS IV GP LIMITED | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX PARTNERS IV GP LP | ||
| By: Onex Partners IV GP Limited | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX PARTNERS IV LP | ||
| By: Onex Partners IV GP LP | ||
| Its: General Partner | ||
| By: Onex Partners IV GP Limited | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX PARTNERS IV PV LP | ||
| By: Onex Partners IV GP LP | ||
| Its: General Partner | ||
| By: Onex Partners IV GP Limited | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX POWERSCHOOL LP | ||
| By: Onex American Holdings GP LLC | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| PINNACLE HOLDINGS I L.P. | ||
| By: Pinnacle Holdings I GP Inc. | ||
| Its: General Partner | ||
| By: | /s/ Laurence Goldberg | |
| Name: | Laurence Goldberg | |
| Title: | Vice President | |
| ONEX PARTNERS IV SELECT LP | ||
| By: Onex Partners IV GP LLC | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX AMERICAN HOLDINGS GP LLC | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX PRIVATE EQUITY HOLDINGS LLC | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX US PRINCIPALS LP | ||
| By: Onex American Holdings GP LLC | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX PARTNERS IV GP LLC | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| /s/ Gerald W. Schwartz | ||
| Name: Gerald W. Schwartz | ||
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 8, 2022 |
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of PowerSchool Holdings, Inc. (this Agreement), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 8, 2022
| ONEX CORPORATION | ||
| By: | /s/ David Copeland | |
| Name: | David Copeland | |
| Title: | Managing Director, Finance | |
| ONEX PARTNERS CANADIAN GP INC. | ||
| By: | /s/ David Copeland | |
| Name: | David Copeland | |
| Title: | Vice President | |
| ONEX PARTNERS IV GP LIMITED | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX PARTNERS IV GP LP | ||
| By: Onex Partners IV GP Limited | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX PARTNERS IV LP | ||
| By: Onex Partners IV GP LP | ||
| Its: General Partner | ||
| By: Onex Partners IV GP Limited | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX US PRINCIPALS LP | ||
| By: Onex American Holdings GP LLC | ||
| Its: General Partner | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| ONEX PARTNERS IV GP LLC | ||
| By: | /s/ Matthew Ross | |
| Name: | Matthew Ross | |
| Title: | Director | |
| /s/ Gerald W. Schwartz | ||
| Name: Gerald W. Schwartz | ||