Sec Form 13G Filing - VEP Group LLC filing for POWERSCHOOL HOLDINGS INC. (PWSC) - 2022-02-09

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.

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

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

76,200,273

Sole Dispositive Power

0

Shared Dispositive Power

76,200,273

Aggregate Amount Beneficially Owned by Each Reporting Person

76,200,273⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

31.97%⁽²⁾

Type of Reporting Person (See Instructions)

OO (Limited Liability Company)

Represents (i) 36,271,801 shares of Class A Common Stock and (ii) 39,928,472 shares of Class A Common Stock issuable in respect of 39,928,472 shares of Class B Common Stock (“Class B Shares”) convertible (with an equal number of common membership interests in PowerSchool Holdings, LLC (“Units”)) into Class A Common Stock on a one-to-one basis at the option of the Reporting Person(s).

Calculated based on (i) 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021 and (ii) 39,928,472 Class B Shares and Units.

Names of Reporting Persons

Vista Equity Partners Fund VI-A, L.P.

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

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

27,723,904

Sole Dispositive Power

0

Shared Dispositive Power

27,723,904

Aggregate Amount Beneficially Owned by Each Reporting Person

27,723,904 ⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

11.63%⁽²⁾

Type of Reporting Person (See Instructions)

PN

Represents 27,723,904 shares of Class A Common Stock.

Calculated based on (i) 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021 and (ii) 39,928,472 Class B Shares and Units.

Names of Reporting Persons

Vista Equity Partners Fund VI, L.P.

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

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

48,374,939

Sole Dispositive Power

0

Shared Dispositive Power

48,374,939

Aggregate Amount Beneficially Owned by Each Reporting Person

48,374,939⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

20.30%⁽²⁾

Type of Reporting Person (See Instructions)

PN

Represents (i) 8,446,467 shares of Class A Common Stock and (ii) 39,928,472 shares of Class A Common Stock issuable in respect of Class B Shares and Units.

Calculated based on (i) 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021 and (ii) 39,928,472 Class B Shares and Units.

Names of Reporting Persons

VEPF VI FAF, L.P.

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

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

101,430

Sole Dispositive Power

0

Shared Dispositive Power

101,430

Aggregate Amount Beneficially Owned by Each Reporting Person

101,430⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

*⁽²⁾

Type of Reporting Person (See Instructions)

PN

Represents 101,430 shares of Class A Common Stock.

Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on (i) 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021 and (ii) 39,928,472 Class B Shares and Units.

Names of Reporting Persons

Severin Topco, LLC

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

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

40,039,583

Sole Dispositive Power

0

Shared Dispositive Power

40,039,583

Aggregate Amount Beneficially Owned by Each Reporting Person

40,039,583⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

16.80%⁽²⁾

Type of Reporting Person (See Instructions)

OO (Limited Liability Company)

Represents (i) 111,111 shares of Class A Common Stock and (ii) 39,928,472 shares of Class A Common Stock issuable in respect of Class B Shares and Units.

Calculated based on (i) 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021 and (ii) 39,928,472 Class B Shares and Units.

Names of Reporting Persons

Robert F. Smith

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

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

76,200,273

Sole Dispositive Power

0

Shared Dispositive Power

76,200,273

Aggregate Amount Beneficially Owned by Each Reporting Person

76,200,273⁽¹⁾

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented By Amount in Row (9)

31.97%⁽²⁾

Type of Reporting Person (See Instructions)

IN

Represents (i) 36.271,801 shares of Class A Common Stock and (ii) 39,928,472 shares of Class A Common Stock issuable in respect of Class B Shares and Units.

Calculated based on (i) 198,401,832 shares of Class A Common Stock outstanding as of October 31, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021 and (ii) 39,928,472 Class B Shares and Units.

150 Parkshore Drive

Folsom, CA 95630

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

(i) VEP Group, LLC

(ii)  Vista Equity Partners Fund VI-A, L.P.

(iii)  Vista Equity Partners Fund VI, L.P.

(iv) VEPF VI FAF, L.P.

(v)   Severin Topco, LLC

(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 this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

4 Embarcadero Center, 20th Floor

San Francisco, CA, 94111

(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&# xA0;§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).

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 Visa Equity Partners Fund VI-A, L.P., Vista Equity Partners Fund VI, L.P., VEPF VI FAF L.P, and Severin Topco, LLC. Severin Topco, LLC is managed by a board of managers. Vista Equity Partners Fund VI, L.P. controls the board of managers of Severin Topco, LLC. Vista Equity Partners Fund VI GP, L.P. is the sole general partner of Vista Equity Partners Fund VI, L.P. Vista Equity Partners Fund VI GP, L.P.’s sole general partner is VEPF VI GP, Ltd. Robert F. Smith is the sole director and one of 11 members of VEPF VI GP, Ltd. VEPF Management, L.P. is the sole management company of each of Vista Equity Partners Fund VI-A, L.P., Vista Equity Partners Fund VI, L.P., and VEPF VI FAF, L.P. (the “Vista Funds”). VEPF Management, L.P.’s sole general partner is VEP Group, LLC and its sole limited partner is Vista Equity Partners Management, LLC. Vista Equity Partners Fund VI GP, L.P.’s sole general partner is VEPF VI GP, Ltd., of which Robert F. Smith is the Sole Director. Robert F. Smith is also the sole Managing Member of VEP Group, LLC. Consequently, Mr. Smith, Vista Equity Partners Fund VI GP, L.P., VEPF VI GP, Ltd, VEPF Management, L.P., and VEP Group, LLC may be deemed beneficial owners of the shares directly held by the Vista Funds and Severin Topco LLC. This Statement shall not be construed as an admission that any of the foregoing is a beneficial owner of the reported securities.