SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* VEP Group, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2021	3. Issuer Name and Ticker or Trading Symbol POWERSCHOOL HOLDINGS, INC. [ PWSC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	36,271,801(1)(2)	I	See footnotes(1)(2)
Class B Common Stock	39,928,472(3)	I	See footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(5)	(5)	Class A Common Stock	39,928,472	(5)	I	See footnote(6)

1. Name and Address of Reporting Person* VEP Group, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vista Equity Partners Fund VI-A, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vista Equity Partners Fund VI, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VEPF VI FAF, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Severin Topco, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vista Equity Partners Fund VI GP, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VEPF VI GP. Ltd. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VEPF MANAGEMENT, L.P. (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VISTA EQUITY PARTNERS MANAGEMENT, LLC (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SMITH ROBERT F (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects 27,723,904, 8,335,356, 101,430 and 111,111 shares of the Class A common stock, par value $0.0001, of the Issuer (the "Class A Shares") held directly by Visa Equity Partners Fund VI-A, L.P. ("VEPF VI-A"), Vista Equity Partners Fund VI, L.P. ("VEPF VI") and VEPF VI FAF L.P ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds") and Severin Topco, LLC ("Topco LLC"), respectively. Topco LLC is managed by a board of managers. VEPF VI-A controls the board of managers of Topco LLC. Fund VI GP is the sole general partner of VEPF VI-A. Fund VI GP's sole general partner is Fund VI UGP. Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. The Management Company is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group and the Management Company's sole limited partner is VEPM. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of the Vista Funds.

2. (Continued from footnote 1) Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the Sole Director of Fund VI UGP, as well as one of its 11 Members. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group"), and the Management Company's sole limited partner is Vista Equity Partners Management, LLC ("VEPM"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds and Topco LLC. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

3. Shares of Class B common stock, par value $0.0001, of the Issuer (the "Class B Shares") confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's Class A Shares. Upon exchange of Common Units of Holdings LLC that are held by the reporting persons and reported in Table II hereof, an equal number of the Class B Shares will be delivered to the Issuer and cancelled for no consideration.

4. Reflects Class B Shares held directly by Topco LLC.

5. Pursuant to the Exchange Agreement dated July 27, 2021, by and among the Issuer, Holdings LLC and Topco LLC (the "Exchange Agreement"), the Common Units (together with one Class B Share for every Common Unit) are exchangeable for one Class A Share. Common Units do not expire.

6. Reflects Common Units owned directly by Topco LLC.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC	07/28/2021
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P.	07/28/2021
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P.	07/28/2021
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P.	07/28/2021
	/s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P.	07/28/2021
	/s/ Robert F. Smith, a Director of VEPF VI GP. Ltd.	07/28/2021
	/s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P.	07/28/2021
	/s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC	07/28/2021
	/s/ Robert F. Smith	07/28/2021
	/s/ Hardeep Gulati, as Chief Executive Officer of Severin Topco LLC	07/28/2021
	** Signature of Reporting Person	Date
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