Sec Form 4 Filing - VEP Group, LLC @ POWERSCHOOL HOLDINGS, INC. - 2023-03-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol POWERSCHOOL HOLDINGS, INC. [ PWSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS, 4 EMBARCADERO CENTER, 20TH FL. 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2023 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock 03/03/2023 D( 1 ) 2,274,413 D 37,654,059 I See Footnotes ( 2 ) ( 3 ) ( 7 ) ( 8 ) Class A Common Stock 03/03/2023 C( 1 ) 2,274,413 A 38,546,214 I See Footnotes ( 3 ) ( 7 ) ( 8 ) Class A Common Stock 03/03/2023 S 4,340,534 ( 4 ) D $ 20.16 ( 5 ) 34,205,680 ( 6 ) I See Footnotes ( 7 ) ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Secur ity: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units ( 1 ) 03/03/2023 C 2,274,413 ( 1 ) ( 1 ) Class A Common Stock 2,274,413 ( 1 ) 37,654,059 I See Footnotes ( 1 ) ( 3 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VEP Group, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X Vista Equity Partners Fund VI-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X Vista Equity Partners Fund VI, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X VEPF VI FAF, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X Severin Topco, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X Vista Equity Partners Fund VI GP, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X VEPF VI GP. Ltd. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X VEPF MANAGEMENT, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X VISTA EQUITY PARTNERS MANAGEMENT, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X SMITH ROBERT F C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X X Signatures /s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC 03/07/2023 Signature of Reporting Person Date /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P. 03/07/2023 Signature of Reporting Person Date /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P. 03/07/2023 Signature of Reporting Person Date /s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P. 03/07/2023 Signature of Reporting Person Date /s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. 03/07/2023 Signature of Reporting Person Date /s/ Robert F. Smith, a Director of VEPF VI GP. Ltd. 03/07/2023 Signature of Reporting Person Date /s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P. 03/07/2023 Signature of Reporting Person Date /s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC 03/07/2023 Signature of Reporting Person Date /s/ Robert F. Smith 03/07/2023 Signature of Reporting Person Date /s/ Hardeep Gulati, as Chief Executive Officer of Severin Topco LLC 03/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Exchange Agreement dated July 27, 2021, by and among the PowerSchool Holdings, Inc. (the "Issuer"), PowerSchool Holdings LLC ("Holdings LLC") and Severin Topco, LLC ("Topco LLC") (the "Exchange Agreement"), the units in Holdings LLC (the "Common Units") (together with an equal number of shares of Class B common stock, par value $0.0001 per share, of the Issuer (the "Class B Shares")) are exchangeable for shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Shares") on a one-for-one basis. The Common Units do not expire. ( 2 )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 o ne vote per share on all matters to be voted on by holders of the Issuer's Class A Shares. Upon exchange of Common Units 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. ( 3 )Reflects Class B Shares, Class A Shares and Common Units held directly by Topco LLC after giving effect to the exchange of 2,274,413 Common Units (and cancellation of an equal number of Class B Shares) for 2,274,413 Class A Shares. ( 4 )Represents (i) 2,280,742 Class A Shares sold by Topco LLC, (ii) 1,579,214 Class A Shares sold by Vista Equity Partners VI-A, L.P. ("VEPF VI-A"), (iii) 474,800 Class A Shares sold by Vista Equity Partners VI, L.P. ("VEPF VI") and (iv) 5,778 Class A Shares sold by VEPF VI FAF, L.P. ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds"). ( 5 )This amount represents a public offering price of $21.00 per Class A Share of the Issuer, less an underwriting discount of $0.84 per share for shares sold in an underwritten public offering. ( 6 )Consists of (i) 104,782 Class A Shares directly held by Topco LLC, (ii) 26,144,690 Class A Shares directly held by VEPF VI-A, (iii) 7,860,556 Class A Shares directly held by VEPF VI and (iv) 95,652 Class A Shares directly held by VEPF FAF. ( 7 )Topco LLC is managed by a board of managers. VEPF VI-A controls the board of managers of Topco LLC. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of VEPF VI. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. VEPF Management, L.P. ("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"). VEP Group is the Senior Managing Member of VEPM. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company, VEPM and VEP Group may be deemed the beneficial owners of the shares directly held by the Vista Funds and Topco LLC. ( 8 )Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership except to the extent of its or his pecuniary interest and the inclusion of the reported securities in this report shall not be deemed an admission by any of the foregoing of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.

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