Sec Form 13G Filing - ONEX CORP filing for POWERSCHOOL HOLDINGS INC. (PWSC) - 2022-02-08

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

  Onex Corporation

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

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Ontario, Canada

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  75,413,862

  Sole Dispositive Power

  0

  Shared Dispositive Power

  75,413,862

  Aggregate Amount Beneficially Owned by Each Reporting Person

  75,413,862⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  38.01%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Represents 75,413,862 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Pinnacle Holdings I L.P.

  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

  9,510,223

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,510,223

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,510,223⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  4.79%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 9,510,223 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex Partners IV Select LP

  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

  271,840

  Sole Dispositive Power

  0

  Shared Dispositive Power

  271,840

  Aggregate Amount Beneficially Owned by Each Reporting Person

  271,840⁽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 271,840 shares of Class A Common Stock.

Calculated based on 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. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

  Names of Reporting Persons

  Onex US Principals LP

  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

  900,522

  Sole Dispositive Power

  0

  Shared Dispositive Power

  900,522

  Aggregate Amount Beneficially Owned by Each Reporting Person

  900,522⁽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 900,522 shares of Class A Common Stock.

Calculated based on 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. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

  Names of Reporting Persons

  Onex Partners IV LP

  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

  48,758,727

  Sole Dispositive Power

  0

  Shared Dispositive Power

  48,758,727

  Aggregate Amount Beneficially Owned by Each Reporting Person

  48,758,727⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  24.58%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 48,758,727 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex Partners IV GP LP

  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

  52,063,389

  Sole Dispositive Power

  0

  Shared Dispositive Power

  52,063,389

  Aggregate Amount Beneficially Owned by Each Reporting Person

  52,063,389⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  26.24%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 52,063,389 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex Partners IV PV LP

  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

  11,450,550

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,450,550

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,450,550⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  5.77%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 11,450,550 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex PowerSchool LP

  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

  22,178,111

  Sole Dispositive Power

  0

  Shared Dispositive Power

  22,178,111

  Aggregate Amount Beneficially Owned by Each Reporting Person

  22,178,111⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  11.18%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 22,178,111 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex Partners Canadian GP Inc.

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

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Ontario, Canada

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  52,335,229

  Sole Dispositive Power

  0

  Shared Dispositive Power

  52,335,229

  Aggregate Amount Beneficially Owned by Each Reporting Person

  52,335,229⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  26.38%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Represents 52,335,229 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex American Holdings GP 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

  23,078,633

  Sole Dispositive Power

  0

  Shared Dispositive Power

  23,078,633

  Aggregate Amount Beneficially Owned by Each Reporting Person

  23,078,633⁽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)

  OO (Limited Liability Company)

Represents 23,078,633 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex Private Equity Holdings 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

  23,078,633

  Sole Dispositive Power

  0

  Shared Dispositive Power

  23,078,633

  Aggregate Amount Beneficially Owned by Each Reporting Person

  23,078,633⁽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)

  OO (Limited Liability Company)

Represents 23,078,633 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex Partners IV GP Ltd.

  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

  52,063,389

  Sole Dispositive Power

  0

  Shared Dispositive Power

  52,063,389

  Aggregate Amount Beneficially Owned by Each Reporting Person

  52,063,389⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  26.24%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Represents 52,063,389 shares of Class A Common Stock.

Calculated based on 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.

  Names of Reporting Persons

  Onex Partners IV GP 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

  271,840

  Sole Dispositive Power

  0

  Shared Dispositive Power

  271,840

  Aggregate Amount Beneficially Owned by Each Reporting Person

  271,840⁽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)

  OO (Limited Liability Company)

Represents 271,840 shares of Class A Common Stock.

Calculated based on 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. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

  Names of Reporting Persons

  Gerald W. Schwartz

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

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Canada

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  75,413,862

  Sole Dispositive Power

  0

  Shared Dispositive Power

  75,413,862

  Aggregate Amount Beneficially Owned by Each Reporting Person

  75,413,862⁽¹⁾

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

  ☐

  Percent of Class Represented By Amount in Row (9)

  38.01%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 75,413,862 shares of Class A Common Stock.

Calculated based on 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.

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)  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.

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

(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 Corporation’s 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 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 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.