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* ONEX CORP (Last) (First) (Middle) 161 BAY STREET, SUITE 4900 (Street) TORONTO A6 M5J 2S1 (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	75,413,862	I	See footnotes(1)(2)

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

1. Name and Address of Reporting Person* ONEX CORP (Last) (First) (Middle) 161 BAY STREET, SUITE 4900 (Street) TORONTO A6 M5J 2S1 (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* Onex Partners IV GP LLC (Last) (First) (Middle) 165 W CENTER STREET, SUITE 401 (Street) MARION A6 43302 (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* Onex Partners IV Select LP (Last) (First) (Middle) 712 FIFTH AVENUE, 40TH FLOOR (Street) NEW YORK NY 10019 (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* Onex Private Equity Holdings LLC (Last) (First) (Middle) 165 W CENTER STREET, SUITE 401 (Street) MARION OH 43302 (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* Onex US Principals LP (Last) (First) (Middle) 165 W CENTER STREET, SUITE 401 (Street) MARION OH 43302 (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 9,510,223, 271,840, 900,522, 39,248,504, 1,364,335, 1,940,327 and 22,178,111 Class A Shares held directly by Pinnacle Holdings I L.P. ("Pinnacle"), Onex Partners IV Select LP ("Partners IV Select"), Onex US Principals LP ("US Principals"), Onex Partners IV LP ("IV LP"), Onex Partners IV GP LP ("IV GP LP"), Onex Partners IV PV LP ("IV PV LP") and Onex Powerschool LP ("Onex Powerschool"), respectively. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the shares of Class A common stock held directly by Partners IV Select, US Principals, IV LP, IV GP LP, IV PV LP, Onex Powerschool and Pinnacle , through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc.,

2. (Continued from Footnote 1) which owns all of the equity of (i) Onex Partners IV GP LLC, the general partner of Partners IV Select, and (ii) Onex Partners IV GP Limited, the general partner of IV GP LP, the general partner of IV LP, and IV PV LP, which hold interests in Pinnacle; and through Onex Corporation's 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 US Principals. 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.

Remarks:

Exhibit 24 - Power of Attorney Form 2 of 2.

	Onex Private Equity Holdings LLC By: /s/ Matthew Ross, Director	07/28/2021
	Onex US Principals LP By: Onex American Holdings GP LLC, its general partner By: /s/ Matthew Ross, Director	07/28/2021
	Gerald W. Schwartz By: /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz	07/28/2021
	Onex Partners IV GP LLC By: /s/ Matthew Ross, Director	07/28/2021
	** Signature of Reporting Person	Date
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