PWSC Документы SEC - PowerSchool Holdings, Inc.- Годовой отчет, доверенное заявление, проспект эмиссии

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PowerSchool Holdings, Inc.

SEC Filings (Chronological Order)

На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.

October 15, 2024	SC 13G/A	PWSC / PowerSchool Holdings, Inc. / VEP Group, LLC - SC 13G/A Passive Investment SC 13G/A 1 d871330dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) October 1, 2024 (Date of Event Which Requires Filing of this Stat
October 11, 2024	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40684 PowerSchool Holdings, Inc. (Exact name of registrant as sp
October 10, 2024	SC 13G/A	PWSC / PowerSchool Holdings, Inc. / ONEX CORP - SC 13G/A Passive Investment SC 13G/A 1 d903375dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) October 1, 2024 (Date of Event Which Requires Filing of this Stat
October 7, 2024	SC 13G	PWSC / PowerSchool Holdings, Inc. / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 pwsc20240925.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 POWERSCHOOL HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) September 25, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate
October 1, 2024	EX-3.2	SECOND AMENDED AND RESTATED BY-LAWS POWERSCHOOL HOLDINGS, INC. October 1, 2024 ARTICLE 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF POWERSCHOOL HOLDINGS, INC. October 1, 2024 ARTICLE 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS These Second Amended and Restated By-laws are subject to the Certificate of Incorporation. In these By-laws, references to law, to the Certificate of Incorporation and to the By-laws mean the law, the provisions of the Certificate of Incorporation a
October 1, 2024	EX-3.1	SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION POWERSCHOOL HOLDINGS, INC. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POWERSCHOOL HOLDINGS, INC. 1. The name of this corporation is PowerSchool Holdings, Inc. (the “Corporation”). 2. The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, Corporation Trust Center, New Castle County, Wilmington, Delaware 19801. The name of its registered agent at such a
October 1, 2024	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 1, 2024 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commis
October 1, 2024	EX-99.1	Bain Capital Completes Acquisition of PowerSchool Transaction supports PowerSchool’s next chapter as a private standalone company Exhibit 99.1 Bain Capital Completes Acquisition of PowerSchool Transaction supports PowerSchool’s next chapter as a private standalone company FOLSOM, Calif. – October 1, 2024 — PowerSchool Holdings, Inc. (“PowerSchool” or the “Company”), a leading provider of cloud-based software for K-12 education, today announced the close of its acquisition by Bain Capital for $22.80 per share in cash, represe
October 1, 2024	S-8 POS	As filed with the United States Securities and Exchange Commission on October 1, 2024. As filed with the United States Securities and Exchange Commission on October 1, 2024.
October 1, 2024	POS AM	As filed with the United States Securities and Exchange Commission on October 1, 2024. As filed with the United States Securities and Exchange Commission on October 1, 2024.
October 1, 2024	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 (Amendment No. 4) PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. V SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 (Amendment No. 4) PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. Vista Equity Partners Fund VI, L.P. Vista Equity Partners Fund VI-A, L.P. VEPF VI FAF, L.P. Severin Topco, LLC VEP Group, LLC Robert F. Smith Pinnacle
October 1, 2024	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 14, 2024, pursuant to the provisions of Rule 12d2-2 (a).
September 4, 2024	DEFM14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement PowerSchool Holdin
September 4, 2024	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 (Amendment No. 3) PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. V SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 (Amendment No. 3) PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. Vista Equity Partners Fund VI, L.P. Vista Equity Partners Fund VI-A, L.P. VEPF VI FAF, L.P. Severin Topco, LLC VEP Group, LLC Robert F. Smith Pinnacle
August 27, 2024	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 (Amendment No. 2) PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. V SC 13E3/A 1 d862409dsc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 (Amendment No. 2) PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. Vista Equity Partners Fund VI, L.P. Vista Equity Partners Fund VI-A, L.P. VEPF VI FAF, L.P. Severin Topco, LL
August 27, 2024	PRER14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Amendment No. 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Amendment No. 2 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Po
August 27, 2024	CORRESP	Kevin Frank To Call Writer Directly: +1 312 862 3373 [email protected] 333 West Wolf Point Plaza Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 August 27, 2024 Kevin Frank To Call Writer Directly: +1 312 862 3373 [email protected] 333 West Wolf Point Plaza Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 August 27, 2024 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention:
August 19, 2024	CORRESP	Kevin Frank To Call Writer Directly: +1 312 862 3373 [email protected] 333 Wolf Point Plaza Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 August 19, 2024 Kevin Frank To Call Writer Directly: +1 312 862 3373 [email protected] 333 Wolf Point Plaza Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 August 19, 2024 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Shane
August 19, 2024	PRER14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Amendment No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Amendment No. 1 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Po
August 19, 2024	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 (Amendment No. 1) PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. V SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 (Amendment No. 1) PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. Vista Equity Partners Fund VI, L.P. Vista Equity Partners Fund VI-A, L.P. VEPF VI FAF, L.P. Severin Topco, LLC VEP Group, LLC Robert F. Smith Pinnacle
August 9, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 9, 2024 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Commiss
August 9, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40684 PowerSchool
August 9, 2024	EX-99.1	PowerSchool Announces Second Quarter Financial Results PowerSchool Announces Second Quarter Financial Results •Second quarter total revenue increased 10% year-over-year to $191.
July 23, 2024	EX-FILING FEES	CALCULATION OF FILING FEE TABLES SC 14C (Form Type) PowerSchool Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Value Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES SC 14C (Form Type) PowerSchool Holdings, Inc.
July 23, 2024	EX-99.(C)(VI)	Presentation to the Board of Directors by Goldman Sachs & Co. LLC, dated April 24, 2024. EX-99.(C)(VI) 8 d862409dex99cvi.htm EX-99.(C)(VI) Exhibit (c)(vi) – CONFIDENTIAL PRELIMINARY DRAFT SUBJECT TO MATERIAL REVISION [****] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. Presentation t
July 23, 2024	EX-99.(C)(V)	Presentation to the Board of Directors by Goldman Sachs & Co. LLC, dated April 17, 2024. EX-99.(C)(V) 7 d862409dex99cv.htm EX-99.(C)(V) Exhibit (c)(v) CONFIDENTIAL – PRELIMINARY DRAFT SUBJECT TO MATERIAL REVISION [****] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. Presentation to th
July 23, 2024	EX-99.(C)(IX)	Discussion materials prepared by Centerview Partners LLC for the Special Committee of the Board of Directors, dated May 6, 2024. EX-99.(C)(IX) 11 d862409dex99cix.htm EX-99.(C)(IX) Exhibit (C)(ix) Project Picasso Confidential Discussion Materials Prepared for the Special Committee of the Board of Directors May 6, 2024 Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Picasso in connection with its evaluation of a propo
July 23, 2024	EX-99.(C)(X)	Discussion materials prepared by Centerview Partners LLC for the Special Committee of the Board of Directors, dated June 5, 2024. EX-99.(C)(X) 12 d862409dex99cx.htm EX-99.(C)(X) Exhibit (c)(x) Project Picasso Confidential Discussion Materials Prepared for the Special Committee of the Board of Directors June 2024 – Draft for Discussion Purposes – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Picasso in connection wi
July 23, 2024	EX-99.(C)(VIII)	Discussion materials prepared by Centerview Partners LLC for the Special Committee of the Board of Directors, dated May 3, 2024. EX-99.(C)(VIII) 10 d862409dex99cviii.htm EX-99.(C)(VIII) Exhibit (c)(viii) – Preliminary Working Draft – – Highly Confidential – Center view Pv Project Picasso Confidential Discussion Materials for the Special Committee May 3, 2024 Organic – Preliminary Working Draft – – Highly Confidential – Management Plan Summary Historical Projected CAGR / Change 2021 2022 2023 2024 2025 2026 2027 2028 2029 '2
July 23, 2024	EX-99.(B)(I)	Equity Commitment Letter, dated as of June 6, 2024, by and among BCPE Polymath Buyer, Inc., Bain Capital Fund XIII, L.P. and Bain Capital Fund (Lux) XIII, SCSp. EX-99.(B)(I) 2 d862409dex99bi.htm EX-99.(B)(I) Exhibit (b)(i) June 6, 2024 BCPE Polymath Buyer, Inc. c/o Bain Capital Private Equity, LP 200 Clarendon Street Boston, MA 02116 Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of each of Bain Capital Fund XIII, L.P., a Delaware limited partnership, and Bain Capital Fund (Lux) XIII, SCSp, a special limited partn
July 23, 2024	EX-99.(B)(II)	Limited Guarantee, dated as of June 6, 2024, entered into by Bain Capital Fund XIII, L.P. and Bain Capital Fund (Lux) XIII, SCSp in favor of PowerSchool Holdings, Inc. EX-99.(B)(II) 3 d862409dex99bii.htm EX-99.(B)(II) Exhibit (b)(ii) LIMITED GUARANTEE This LIMITED GUARANTEE, dated as of June 6, 2024 (this “Limited Guarantee”), by each of Bain Capital Fund XIII, L.P., a Delaware limited partnership, and Bain Capital Fund (Lux) XIII, SCSp, a special limited partnership organized and established under the laws of Grand Duchy of Luxembourg (each individually, a “Gua
July 23, 2024	EX-99.(C)(III)	Discussion Materials prepared by Goldman Sachs & Co. LLC for the Board of Directors, dated March 5, 2024. EX-99.(C)(III) 5 d862409dex99ciii.htm EX-99.(C)(III) Exhibit (c)(iii) Confidential Project Picasso – Board of Directors Discussion Materials Goldman Sachs & Co. LLC March 5, 2024 Investment Banking Confidential Disclaimer These materials have been prepared by Goldman Sachs on a confidential basis for presentation solely to you in connection with an informational presentation which Goldman Sachs is
July 23, 2024	EX-99.(C)(XII)	Presentation to the Board of Directors by Goldman Sachs & Co. LLC, dated June 6, 2024. EX-99.(C)(XII) 14 d862409dex99cxii.htm EX-99.(C)(XII) Exhibit (c)(xii) [****] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. Presentation to the Board of Directors Project Picasso Goldman Sachs &
July 23, 2024	EX-FILING FEES	Filing Fee Table. EX-FILING FEES 15 d862409dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES SC 13E3 (Form Type) PowerSchool Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Value Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to Be Paid $4,006,932,670.80 (1) 0.00014760 $591,423.27 (2) Fees Previously Paid $0.0
July 23, 2024	EX-99.(B)(III)	Commitment Letter, dated as of June, 2024, by and among BCPE Polymath Buyer, Inc., Ares Capital Management LLC, Blackstone Alternative Credit Advisors LP, Blue Owl Credit Advisors LLC, Golub Capital LLC, HPS Investment Partners LLC and Sixth Street Partners, LLC. EX-99.(B)(III) 4 d862409dex99biii.htm EX-99.(B)(III) Exhibit (b)(iii) Execution Version ARES CAPITAL MANAGEMENT LLC 245 Park Avenue, 44th Floor New York, New York 10029 BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP 345 Park Avenue, 31st Floor New York, NY 10154 BLUE OWL CREDIT ADVISORS LLC 399 Park Avenue, 38th Floor New York, NY 10022 GOLUB CAPITAL LLC 200 Park Avenue New York, NY 10166 HPS INVESTMEN
July 23, 2024	EX-99.(C)(XI)	Discussion materials prepared by Centerview Partners LLC for the Special Committee of the Board of Directors, dated June 6, 2024. EX-99.(C)(XI) 13 d862409dex99cxi.htm EX-99.(C)(XI) Exhibit (C)(xi) Project Picasso Confidential Discussion Materials Prepared for the Special Committee of the Board of Directors June 2024 Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Picasso in connection with its evaluation of a propose
July 23, 2024	EX-99.(C)(VII)	Discussion materials prepared by Centerview Partners LLC for the Special Committee of the Board of Directors, dated May 1, 2024 EX-99.(C)(VII) 9 d862409dex99cvii.htm EX-99.(C)(VII) Exhibit (C)(vii) * For Discussion Purposes Only * Project Picasso Tax Receivable Agreement Discussion May 1, 2024 * For Discussion Purposes Only * Overview of TRAs ◾ A Tax Receivable Agreement (TRA) is a contractual agreement between a public company and the company’s pre-IPO owners that requires payments from the former to the latter re
July 23, 2024	SC 13E3	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. Vista Equity Partne SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 PowerSchool Holdings, Inc. (Name of the Issuer) PowerSchool Holdings, Inc. Vista Equity Partners Fund VI, L.P. Vista Equity Partners Fund VI-A, L.P. VEPF VI FAF, L.P. Severin Topco, LLC VEP Group, LLC Robert F. Smith Pinnacle Holdings I L.P. On
July 23, 2024	EX-99.(C)(IV)	Tax Receivable Agreement Presentation by Ernst & Young LLP for the Board of Directors, dated April 9, 2024. EX-99.(C)(IV) 6 d862409dex99civ.htm EX-99.(C)(IV) Exhibit (c)(iv) Project Picasso Tax Receivable Agreement Disclaimer This presentation is intended to provide a discussion of the transaction described herein. It should not be viewed as an opinion, nor should it be used in place of professional advice. This presentation does not address any issue not expressly identified herein, such as taxes not s
July 23, 2024	PREM14C	Section 262 of the General Corporation Law of the State of Delaware (included as Annex G to the Information Statement and incorporated herein by reference). Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement PowerSchool Holdin
July 10, 2024	SC 13G/A	PWSC / PowerSchool Holdings, Inc. / CANADA PENSION PLAN INVESTMENT BOARD - SC 13G/A Passive Investment SC 13G/A 1 tm2419169d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of S
June 10, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): June 6, 2024 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Commissio
June 10, 2024	EX-2.1	Agreement and Plan of Merger, by and among PowerSchool Holdings, Inc., BCPE Polymath Buyer, Inc., and BCPE Polymath Merger Sub, Inc., dated June 6, 2024.* Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BCPE POLYMATH BUYER, INC., BCPE POLYMATH MERGER SUB, INC. and POWERSCHOOL HOLDINGS, INC. Dated as of June 6, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 18 1.3 Certain Interpretations 20 ARTICLE II THE MERGER 21 2.1 The Merger 21 2.2 The Effective Time 21 2.3 The Clo
June 10, 2024	EX-10.1	Support and Rollover Agreement, by and among PowerSchool Holdings, Inc., BCPE Polymath Buyer, Inc., and BCPE Polymath Merger Sub, Inc., Vista Consulting Group, LLC, the stockholder parties thereto and the other signatory parties thereto, dated June 6, 2024. Exhibit 10.1 SUPPORT AND ROLLOVER AGREEMENT This Support and Rollover Agreement (this “Agreement”), dated as of June 6, 2024, is entered into by and among PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), the undersigned stockholder parties hereto (each, a “Stockholder” and collectively, the “Stockholders”), BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), BCPE Polym
June 10, 2024	EX-10.3	Amendment No. 1 to the Tax Receivable Agreement, by and among PowerSchool Holdings, Inc. and the TRA Holders parties thereto, dated June 6, 2024. Exhibit 10.3 AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT This AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT (this “Amendment”), by and between PowerSchool Holdings, Inc., a Delaware corporation (the “Corporation”), and the TRA Holders party hereto, shall be effective as of the Effective Date (as defined below). Capitalized terms used but not defined herein shall have the meaning ascribed to
June 10, 2024	EX-10.2	Support and Rollover Agreement, by and among PowerSchool Holdings, Inc., BCPE Polymath Buyer, Inc., and BCPE Polymath Merger Sub, Inc., Onex Partners Manager LP., the stockholder parties thereto and the other signatory parties thereto, dated June 6, 2024. Exhibit 10.2 SUPPORT AND ROLLOVER AGREEMENT This Support and Rollover Agreement (this “Agreement”), dated as of June 6, 2024, is entered into by and among PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), the undersigned stockholder parties hereto (each, a “Stockholder” and collectively, the “Stockholders”), BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), BCPE Polym
June 7, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): June 6, 2024 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Commissio
June 7, 2024	EX-99.1	PowerSchool to be Acquired by Bain Capital in $5.6 Billion Transaction Exhibit 99.1 PowerSchool to be Acquired by Bain Capital in $5.6 Billion Transaction FOLSOM, Calif. – June 7, 2024 — PowerSchool Holdings, Inc. (NYSE: PWSC) (“PowerSchool” or “the Company”), a leading provider of cloud-based software for K-12 education, announced today that it has entered into a definitive agreement to be acquired by Bain Capital in a transaction valuing the Company at $5.6 billion
May 7, 2024	EX-99.1	PowerSchool Announces First Quarter Financial Results PowerSchool Announces First Quarter Financial Results •First quarter total revenue increased 16% year-over-year to $185.
May 7, 2024	EX-10.2	orm of Performance Sh Exhibit 10.2 POWERSCHOOL HOLDINGS, INC. PSU Award notice Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of Performance Share Units (“PSUs”) set forth bel
May 7, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchoo
May 7, 2024	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 2, 2024 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commission
May 7, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 7, 2024 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Commission
May 7, 2024	EX-10.1	Form of Market Share Award Agreement Exhibit 10.1 POWERSCHOOL HOLDINGS, INC. MSU Award notice Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of Market Share Units (“MSUs”) set forth below. T
April 4, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D
March 18, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 12, 2024 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Commiss
March 18, 2024	EX-10.1	Offer of Employment, dated March 11, 2024, between PowerSchool Group LLC and Jon Scrimshaw. March 11, 2024 Jon Scrimshaw Re: Offer of Employment with PowerSchool Group, LLC Dear Jon: On behalf of PowerSchool Group, LLC, I am thrilled to extend this conditional offer of employment with PowerSchool Group, LLC (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”).
March 1, 2024	EX-10.26	Letter Agreement, dated as of October 23, 2020, between PowerSchool Group LLC and Shivani Stumpf. Exhibit 10.26 October 23, 2020 Shivani Stumpf Re: Offer of Employment with PowerSchool Group, LLC Dear Shivani: I am pleased to offer to you a position of employment with PowerSchool Group, LLC (as such company's name may change from time to time and such company's successors and assigns, the "Company"). The terms of our offer are as follows: You will transition to PowerSchool employment effective
March 1, 2024	EX-10.27	Letter Agreement, dated as of August 1, 2021, between PowerSchool Group LLC and Exhibit 10.27 November 3, 2022 Mr. Tony Kender Re: Offer of Employment with PowerSchool Group, LLC Dear Tony: I am pleased to confirm our offer of employment with PowerSchool Group, LLC (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). The terms of our offer are as follows: If you accept this offer, your start date will be November 7, 2
March 1, 2024	EX-97.1	chool Holdings, Inc. Exhibit 97.1 POWERSCHOOL HOLDINGS, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of PowerSchool Holdings, Inc. (the “Company”) has adopted this Clawback Policy (the “Policy”) in accordance with Section 303A.14 of the Listed Company Manual of the New York Stock Exchange (“NYSE”) relating to erroneously awarded compensation (the “Clawback Rules”), promulgated pursuant to the final rules
March 1, 2024	EX-10.25	, between PowerSchool Group LLC and Exhibit 10.25 August 8, 2022 Fred Studer Re: Offer of Employment with PowerSchool Group, LLC Dear Fred: I would like to offer to you a position of employment with PowerSchool Group, LLC (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). The terms of our offer are as follows: If you accept this offer, your start date will be August 15, 20
March 1, 2024	EX-21.1	List of subsidiaries of PowerSchool Holdings, Inc. Exhibit 21.1 SUBSIDIARIES OF POWERSCHOOL HOLDINGS, INC. Name Jurisdiction of Formation PowerSchool Group LLC Delaware PowerSchool Canada ULC British Columbia, Canada PowerSchool India Private Limited India
March 1, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchool Hol
March 1, 2024	EX-10.24	Letter Agreement, dated as of August 1, 2021, between PowerSchool Group LLC and Michael Bisignano. Exhibit 10.24 August 1, 2021 Michael Bisignano Re: Offer of Employment with PowerSchool Group, LLC Dear MICHAEL: I am pleased to confirm our offer of employment with PowerSchool Group, LLC (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). The terms of our offer are as follows: If you accept this offer, your start date will be August 1,
February 26, 2024	EX-99.1	PowerSchool Announces Fourth Quarter and Full Year 2023 Financial Results PowerSchool Announces Fourth Quarter and Full Year 2023 Financial Results •Fourth quarter total revenue increased 13% year-over-year to $182.
February 26, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 26, 2024 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Comm
February 14, 2024	SC 13G/A	PWSC / PowerSchool Holdings, Inc. / VEP Group, LLC - SC 13G/A Passive Investment SC 13G/A 1 d779323dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St
February 13, 2024	SC 13G/A	PWSC / PowerSchool Holdings, Inc. / ONEX CORP - SC 13G/A Passive Investment SC 13G/A 1 d781406dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St
November 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerS
November 7, 2023	EX-99.1	PowerSchool Announces Third Quarter 2023 Financial Results PowerSchool Announces Third Quarter 2023 Financial Results •PowerSchool delivers third quarter total revenue growth of 12% to $182.
November 7, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): November 7, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commi
October 12, 2023	EX-10.1	Incremental and Refinancing Amendment No. 6, dated as of October 12, 2023, by and among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), Severin Acquisition, LLC, PeopleAdmin, LLC, the Subsidiary Guarantors party thereto, Barclays Bank PLC, as the administrative agent, and the banks, financial institutions and other entities party thereto relating to the First Lien Credit Agreement, dated as of August 1, 2018 (as amended), among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), Severin Acquisition, LLC, PeopleAdmin, LLC, certain Restricted Subsidiaries from time to time designated thereunder as Co-Borrowers, the several banks, financial institutions, institutional investors and other entities from time to time party thereto as Lenders and the Administrative Agent Exhibit 10.1 INCREMENTAL AND REFINANCING AMENDMENT NO. 6 This INCREMENTAL AND REFINANCING AMENDMENT NO. 6 (this “Amendment”), dated as of October 12, 2023, by and among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), a Delaware limited liability company (“Holdings”), Severin Acquisition, LLC, a Delaware limited liability company (the “Top Borrower”), PeopleAdmin, LLC (f/k/a PeopleAdmin, In
October 12, 2023	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 12, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commi
September 14, 2023	EX-99.1	2023 Investor Day September 14, 2023 Safe Harbor This presentation and the accompanying oral commentary have been prepared by PowerSchool for informational purposes only and not for any other purpose. Nothing contained in this presentation is, or sho 2023 Investor Day September 14, 2023 Safe Harbor This presentation and the accompanying oral commentary have been prepared by PowerSchool for informational purposes only and not for any other purpose.
September 14, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): September 14, 2023 PowerSchool Ho UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): September 14, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Com
August 8, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchool
August 7, 2023	EX-99.1	PowerSchool Announces Second Quarter 2023 Financial Results PowerSchool Announces Second Quarter 2023 Financial Results •PowerSchool delivers second quarter total revenue growth of 10% to $173.
August 7, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 7, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commiss
August 4, 2023	EX-10.1	certain Restricted Subsidiaries from time to time designated thereunder as Co-Borrowers, the Subsidiary Guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent, relating to the First Lien Credit Agreement, dated as of August 1, 2018 (as amended), among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), Severin Acquisition, LLC, PeopleAdmin, Exhibit 10.1 INCREMENTAL TERM FACILITY AMENDMENT NO. 5 This INCREMENTAL TERM FACILITY AMENDMENT NO. 5 (this “Amendment”), dated as of July 31, 2023, by and among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), a Delaware limited liability company (“Holdings”), Severin Acquisition, LLC, a Delaware limited liability company (the “Top Borrower”), PeopleAdmin, LLC (f/k/a PeopleAdmin, Inc.), a
August 4, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 31, 2023 PowerSchool Holding UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 31, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commissi
May 23, 2023	CORRESP	May 23, 2023 May 23, 2023 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.
May 8, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 2, 2023 PowerSchool Holdings, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 2, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commission
May 5, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchoo
May 5, 2023	EX-10.1	Form of Market Share Award Agreement Exhibit 10.1 POWERSCHOOL HOLDINGS, INC. MSU Award notice Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of Market Share Units (“MSUs”) set forth below. T
May 4, 2023	EX-99.1	PowerSchool Announces First Quarter 2023 Financial Results PowerSchool Announces First Quarter 2023 Financial Results •PowerSchool delivers first quarter total revenue within guidance, reiterates full-year 2023 outlook for total revenue •GAAP net loss per diluted share improves 4% over the prior year to ($0.
May 4, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 4, 2023 PowerSchool Holdings, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 4, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commission
March 31, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi
March 22, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 27, 2023 PowerSchool Hol UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 27, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Comm
March 3, 2023	EX-1.1	Underwriting Agreement, dated February 28, 2023, by and among PowerSchool Holdings, Inc., PowerSchool Holdings LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives to the several underwriters named therein and the selling stockholders named therein. Exhibit 1.1 Execution Version PowerSchool Holdings, Inc. Class A Common Stock Underwriting Agreement February 28, 2023 Goldman Sachs & Co. LLC Barclays Capital Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I-A hereto c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 c/o Barclays Capital Inc. 745 Seventh Avenue, New York, New York
March 3, 2023	EX-99.1	PowerSchool Announces Pricing of Secondary Offering of Class A Common Stock by Selling Stockholders EX-99.1 Exhibit 99.1 PowerSchool Announces Pricing of Secondary Offering of Class A Common Stock by Selling Stockholders FOLSOM, CA. – February 28, 2023 – PowerSchool Holdings, Inc. (NYSE: PWSC) (“PowerSchool”), the leading provider of cloud-based software for K-12 education in North America, today announced the pricing of an underwritten offering of 8,700,000 shares of its Class A common stock by
March 3, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 PowerSchool Hol UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 PowerSchool Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commi
March 2, 2023	424B4	8,700,000 Shares PowerSchool Holdings, Inc. Class A Common Stock Offered by the Selling Stockholders 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-270101 PROSPECTUS SUPPLEMENT (To Prospectus dated February 28, 2023) 8,700,000 Shares PowerSchool Holdings, Inc. Class A Common Stock Offered by the Selling Stockholders The selling stockholders identified in this prospectus supplement (the “selling stockholders”), including our Chief Executive Officer, are offering 8,70
March 2, 2023	EX-FILING FEES	Calculation of Filing Fee Table (Form Type) PowerSchool Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Car EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table 424(b)(4) (Form Type) PowerSchool Holdings, Inc.
March 1, 2023	424B7	8,700,000 Shares PowerSchool Holdings, Inc. Class A Common Stock Offered by the Selling Stockholders 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-270101 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitte
February 28, 2023	S-3ASR	As filed with the Securities and Exchange Commission on February 28, 2023 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 28, 2023 No.
February 28, 2023	EX-FILING FEES	Calculation of Registration Fee. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3ASR (Form Type) PowerSchool Holdings, Inc.
February 28, 2023	FWP	PowerSchool Announces Launch of Proposed Secondary Offering of Class A Common Stock by Selling Stockholders FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.
February 24, 2023	10-K	Annual Report on Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchool Hol
February 24, 2023	EX-10.11	First Amendment to Lease Agreement, dated as of August 15, 2022, between Parkshore Partners LLC and PowerSchool Holdings, Inc. Exhibit 10.11 FIRST AMENDMENT TO LEASE (150 Parkshore Drive, Folsom, California) THIS FIRST AMENDMENT TO LEASE (this “Amendment”), dated solely for reference purposes as of August 15, 2022, is entered by and between Parkshore Partners, a California Limited Liability Company (“Landlord”), and PowerSchool Holdings, Inc., a Delaware corporation (“Tenant”) and amends THE STANDARD INDUSTRIAL/COMMERCIAL
February 24, 2023	EX-21.1	List of subsidiaries of PowerSchool Holdings, Inc. Exhibit 21.1 SUBSIDIARIES OF POWERSCHOOL HOLDINGS, INC. Name Jurisdiction of Formation PowerSchool Group LLC Delaware PowerSchool Canada ULC British Columbia, Canada PowerSchool India Private Limited India PeopleAdmin, LLC Delaware Schoology, LLC Delaware
February 22, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 22, 2023 PowerSchool Hol UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 22, 2023 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Comm
February 22, 2023	EX-99.1	PowerSchool Announces Fourth Quarter and Full Year 2022 Financial Results PowerSchool Announces Fourth Quarter and Full Year 2022 Financial Results •Full year 2022 total revenue increases 13% year-over-year to $630.
February 14, 2023	SC 13G/A	PWSC / PowerSchool Holdings, Inc. / CANADA PENSION PLAN INVESTMENT BOARD - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 73939C106 (CUSIP Number) Decemb
February 14, 2023	EX-99.1	EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
February 14, 2023	SC 13G/A	PWSC / PowerSchool Holdings, Inc. / Select Equity Group, L.P. - SCHEDULE 13G/A, AMENDMENT #1 Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Powerschool Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r
December 19, 2022	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): November 1, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of i
December 19, 2022	EX-10.1	Promotion Letter, dated as of November 29, 2022, between PowerSchool Group LLC and Eric Shander Exhibit 10.1 [Company Letterhead] November 29, 2022 Eric Shander Re: Promotion and Salary Adjustment Dear Eric: In recognition of your excellent work and valued contributions, PowerSchool Group, LLC (the ?Company?) is pleased to inform you of a promotion to the position of President and Chief Financial Officer, and a salary adjustment as detailed below. Effective December 1, 2022, your new base sa
November 8, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerS
November 7, 2022	EX-99.1	PowerSchool Announces Third Quarter 2022 Financial Results PowerSchool Announces Third Quarter 2022 Financial Results ?PowerSchool exceeds outlook for Adjusted EBITDA, raises outlook for full year 2022 Adjusted EBITDA ?Subscriptions and Support revenue reaches $137.
November 7, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): November 1, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commi
November 7, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): November 7, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commi
September 21, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): September 16, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Com
September 21, 2022	EX-10	Amendment No. 4 to the First Lien Credit Agreement, dated as of September 16, 2022, by and among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), Severin Acquisition, LLC, certain of its subsidiaries, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on September 21, 2022). Exhibit 10.1 Execution Version AMENDMENT NO. 4 This AMENDMENT NO. 4 (this ?Amendment?), dated as of September 16, 2022, by and among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), a Delaware limited liability company (?Holdings?), Severin Acquisition, LLC, a Delaware limited liability company (the ?Top Borrower?), PeopleAdmin, LLC (f/k/a PeopleAdmin, Inc.), a Delaware limited liability co
September 8, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): September 8, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Comm
August 8, 2022	EX-99.1	PowerSchool Announces Second Quarter 2022 Financial Results PowerSchool Announces Second Quarter 2022 Financial Results ?PowerSchool exceeds high-end of outlook for both revenue and Adjusted EBITDA, raises outlook for full year 2022 ?Subscription and Support revenue reaches $135.
August 8, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchool
August 8, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 8, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commiss
May 9, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 4, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commission
May 5, 2022	EX-99.1	PowerSchool Announces First Quarter 2022 Financial Results PowerSchool Announces First Quarter 2022 Financial Results FOLSOM, Calif. ? May 5, 2022: PowerSchool Holdings, Inc. (NYSE: PWSC) (?PowerSchool? or the ?Company?), the leading provider of cloud-based software for K-12 education in North America, today announced financial results for its first quarter ended March 31, 2022. ?I?m happy to report a strong start to 2022 for PowerSchool, with first quart
May 5, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchoo
May 5, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 5, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commission
April 6, 2022	DEFR14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi
April 4, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
March 25, 2022	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
March 24, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchool Hol
March 24, 2022	EX-4.1	Exhibit 4.1 Exhibit 4.1 Description of Registrant?s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. General As of December 31, 2021, PowerSchool Holdings, Inc. (the ?Company,? ?we,? ?our,? and ?us?) had one class of securities, our Class A common stock, par value $0.0001 per share (?Class A common stock?), registered under Section 12 of the Securities Exchange Act of 1
March 9, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): March 9, 2022 PowerSchool Holdings, Inc. (Exact name of registrant specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commission F
March 3, 2022	EX-99.1	PowerSchool Announces Fourth Quarter and Full Year 2021 Financial Results PowerSchool Announces Fourth Quarter and Full Year 2021 Financial Results FOLSOM, CA ? March 3, 2022: PowerSchool Holdings, Inc.
March 3, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 3, 2022 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Commissi
February 14, 2022	EX-99.2	AGREEMENT OF REPORTING PERSONS EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each
February 14, 2022	SC 13G	PWSC / PowerSchool Holdings, Inc. / Select Equity Group, L.P. - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Powerschool Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru
February 14, 2022	SC 13G	PWSC / PowerSchool Holdings, Inc. / CANADA PENSION PLAN INVESTMENT BOARD - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 73939C106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Fil
February 14, 2022	EX-99.1	EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
February 10, 2022	SC 13G	PWSC / PowerSchool Holdings, Inc. / VEP Group, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Bo
February 8, 2022	SC 13G	PWSC / PowerSchool Holdings, Inc. / ONEX CORP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* PowerSchool Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73939C106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to De
November 10, 2021	EX-99.1	PowerSchool Announces Third Quarter 2021 Financial Results PowerSchool Announces Third Quarter 2021 Financial Results FOLSOM, CA ? November 10, 2021: PowerSchool Holdings, Inc.
November 10, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): November 10, 2021 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Comm
November 10, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerS
September 9, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): September 9, 2021 PowerSchool Holdings, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-04321 85-4166024 (State or other jurisdiction of incorporation) (Comm
September 9, 2021	EX-99.1	PowerSchool Announces Second Quarter 2021 Financial Results PowerSchool Announces Second Quarter 2021 Financial Results FOLSOM, CA ? September 9, 2021: PowerSchool Holdings, Inc.
September 9, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40684 PowerSchool
July 30, 2021	EX-3.4	Amended and Restated Bylaws of PowerSchool Holdings, Inc., dated July 27, 2021 (incorporated by reference to Exhibit 3.4 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021). Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF POWERSCHOOL HOLDINGS, INC. A Delaware corporation (Adopted as of July 27, 2021) ARTICLE I OFFICES Section 1. Offices. PowerSchool Holdings, Inc. (the ?Corporation?) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the ?Board
July 30, 2021	EX-10.2	Tax Receivable Agreement, dated July 27, 2021, by and among the Company and the other signatories party thereto (incorporated by reference to Exhibit 10.2 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021). Exhibit 10.2 TAX RECEIVABLE AGREEMENT BY AND AMONG POWERSCHOOL HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF JULY 27, 2021 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Interpretative Provisions 10 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 11 Section 2.1 Exchange Schedule 11 Sec
July 30, 2021	EX-3.2	Amended and Restated Certificate of Incorporation of PowerSchool Holdings, Inc., dated July 27, 2021 (incorporated by reference to Exhibit 3.2 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021). Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POWERSCHOOL HOLDINGS, INC. * * * * * Hardeep Gulati, being the Chief Executive Officer of PowerSchool Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY as follows: FIRST: The present name of the Corporation is
July 30, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 PowerSchool Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40684 85-4166024 (State or other jurisdiction of incorporation) (Commissio
July 30, 2021	EX-99.1	PowerSchool Announces Pricing of Initial Public Offering Exhibit 99.1 PowerSchool Announces Pricing of Initial Public Offering FOLSOM, CA ? July 27, 2021 ? PowerSchool Holdings, Inc., (NYSE:PWSC) (?PowerSchool?), the leading provider of cloud-based software for K-12 education in North America, today announced the pricing of its underwritten initial public offering of 39,473,685 shares of Class A common stock at a price to the public of $18.00 per share.
July 30, 2021	EX-10.6	Stockholders Agreement, dated as of July 27, 2021, by and among the Company and the other signatories party thereto (incorporated by reference to Exhibit 10.6 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021). Exhibit 10.6 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this ?Agreement?) is made and entered into as of July 27, 2021, by and among PowerSchool Holdings, Inc., a Delaware corporation (the ?Company?), Onex Partners Manager LP (together with its affiliated investment entities, ?Onex?) and VEP Group, LLC (together with its affiliated investment entities, ?Vista? and together with Onex, the
July 30, 2021	EX-1.1	Underwriting Agreement, dated as of July 27, 2021, by and among PowerSchool Holdings, Inc., Severin Holdings, LLC and Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives for the underwriters named therein. Exhibit 1.1 EXECUTION COPY PowerSchool Holdings, Inc. Class A Common Stock Underwriting Agreement July 27, 2021 Goldman Sachs & Co. LLC Barclays Capital Inc. As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 c/o Barclays Capital Inc. 745 Seventh Avenue, New York, New York 10019 Lad
July 30, 2021	EX-4.1	Registration Rights Agreement, dated July 30, 2021, by and among the Company and the other signatories party thereto (incorporated by reference to Exhibit 4.1 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021). Exhibit 4.1 POWERSCHOOL HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of July 30, 2021 among PowerSchool Holdings, Inc., a Delaware corporation (the ?Company?), each of the investors listed on the signature pages hereto under the caption ?Sponsor Investors? (collectively, the ?Sponsor Investors?) and each Person who executes a Joinder
July 30, 2021	EX-10.3	Exchange Agreement, dated as of July 27, 2021, by and among the Company and the other signatories party thereto (incorporated by reference to Exhibit 10.3 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021). Exhibit 10.3 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this ?Agreement?), dated as of July 27, 2021 and effective as of immediately prior to the consummation of the IPO (as defined below) (the ?Effective Time?), is made by and among PowerSchool Holdings, Inc., a Delaware corporation (the ?Corporation?), Severin Holdings,
July 30, 2021	EX-10.4	Amended and Restated Limited Liability Company Agreement of Severin Holdings, LLC, dated as of July 27, 2021, by and among the Company and the other signatories party thereto (incorporated by reference to Exhibit 10.4 of PowerSchool Holdings, Inc.’s Current Report on Form 8-K filed on July 30, 2021 Exhibit 10.4 SEVERIN HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 27, 2021 THE UNITS ISSUED PURSUANT TO THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE D
July 29, 2021	EX-10.1	PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of PowerSchool Holdings, Inc.’s Registration Statement on Form S-8 filed on April 6, 2021). Exhibit 10.1 POWERSCHOOL HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE; EFFECTIVE DATE; TERM Section 1.1 Purpose. The purpose of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to attra
July 29, 2021	424B4	39,473,685 Shares Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-255067 39,473,685 Shares Class A Common Stock This is the initial public offering of shares of Class A common stock of PowerSchool Holdings, Inc., par value $0.0001 per share. PowerSchool Holdings, Inc. is offering 39,473,685 shares of its Class A common stock to be sold in the offering. Prior to this offering, there has been
July 29, 2021	S-8	As filed with the Securities and Exchange Commission on July 29, 2021 As filed with the Securities and Exchange Commission on July 29, 2021 Registration No.
July 28, 2021	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PowerSchool Holdings, Inc. (Exact name of regis UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PowerSchool Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 85-4166024 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 150 Parksho
July 27, 2021	CORRESP	300 North LaSalle Chicago, IL 60654 Robert Goedert, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com July 27, 2021 300 North LaSalle Chicago, IL 60654 Robert Goedert, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com July 27, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Lisa Etheredge R
July 27, 2021	S-1/A	As filed with the Securities and Exchange Commission on July 27, 2021 S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 27, 2021 No.
July 23, 2021	CORRESP	[Signature page follows] July 23, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
July 23, 2021	CORRESP	POWERSCHOOL HOLDINGS, INC. July 23, 2021 CORRESP 1 filename1.htm POWERSCHOOL HOLDINGS, INC. July 23, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-1090 Attention: Lisa Etheredge Robert Littlepage Edwin Kim Larry Spirgel Re: Powerschool Holdings, Inc. Registration Statement on Form S-1 Originally Filed April 6, 2021 File No. 333-255067 Ladies and Gentlemen: Powerschool Holdings,
July 19, 2021	EX-3.4	Form of Amended and Restated Bylaws of PowerSchool Holdings, Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (No. 333-255067), filed with the Commission on July 19, 2021) Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF POWERSCHOOL HOLDINGS, INC. A Delaware corporation (Adopted as of [?], 20[?]) ARTICLE I OFFICES Section 1. Offices. PowerSchool Holdings, Inc. (the ?Corporation?) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the ?Board of
July 19, 2021	S-1/A	As filed with the Securities and Exchange Commission on July 19, 2021 S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 19, 2021 No.
July 19, 2021	CORRESP	300 North LaSalle Chicago, IL 60654 Robert Goedert, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com July 19, 2021 300 North LaSalle Chicago, IL 60654 Robert Goedert, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com July 19, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Lisa Etheredge R
July 19, 2021	EX-99.3	Consent of Judy Cotte Exhibit 99.3 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the ?Registration Statement?) of PowerSchool Holdi
July 19, 2021	EX-10.2	Form of Tax Receivable Agreement Exhibit 10.2 TAX RECEIVABLE AGREEMENT BY AND AMONG POWERSCHOOL HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF [?], 2021 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Interpretative Provisions 11 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 11 Section 2.1 Exchange Schedule 11 Section
July 19, 2021	EX-3.2	Form of Amended and Restated Certificate of Incorporation of PowerSchool Holdings, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (No. 333-255067), filed with the Commission on July 19, 2021) Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POWERSCHOOL HOLDINGS, INC. * * * * * Hardeep Gulati, being the Chief Executive Officer of PowerSchool Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY as follows: FIRST: The present name of the Corporation is
July 19, 2021	EX-21.1	List of subsidiaries of PowerSchool Holdings, Inc. Exhibit 21.1 SUBSIDIARIES OF POWERSCHOOL HOLDINGS, INC. Name Jurisdiction of Formation PowerSchool Group LLC Delaware PowerSchool Canada ULC British Columbia, Canada PowerSchool India Private Limited India PeopleAdmin, Inc. Delaware Schoology, Inc. Delaware Hobsons, Inc. Delaware Naviance, Inc. Delaware
July 19, 2021	EX-10.1	PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan Exhibit 10.1 POWERSCHOOL HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE; EFFECTIVE DATE; TERM Section 1.1 Purpose. The purpose of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to attra
July 19, 2021	EX-99.2	Consent of Barbara Byrne Exhibit 99.2 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the ?Registration Statement?) of PowerSchool Holdi
July 19, 2021	EX-10.17	Letter Agreement, dated as of November 8, 2015, between PowerSchool Group LLC and Maulik Datanwala Exhibit 10.17 November 8, 2015 Maulik Datanwala 1560 NW 100th DR Gainesville FL 32606 Re: Offer of Employment with PowerSchool Dear Maulik: We are pleased to extend an offer to you to join our team. This letter, along with the attached Exhibits A and B, will confirm the terms of employment with PowerSchool Group LLC (as such company?s name may change from time to time and such company?s successors
June 23, 2021	EX-10.11	Form of RSU Award Agreement EX-10.11 Exhibit 10.11 POWERSCHOOL HOLDINGS, INC. RSU AWARD NOTICE Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of RSUs set forth below. This award of
June 23, 2021	EX-10.10	Form of Restricted Share Award Agreement Exhibit 10.10 POWERSCHOOL HOLDINGS, INC. RESTRICTED SHARE AWARD NOTICE Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of the number of Restricted Shares
June 23, 2021	S-1/A	Powers of Attorney (included on signature page) Table of Contents As filed with the Securities and Exchange Commission on June 23, 2021 No.
June 23, 2021	EX-10.1	PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan Exhibit 10.1 POWERSCHOOL HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE; EFFECTIVE DATE; TERM Section 1.1 Purpose. The purpose of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to attra
June 23, 2021	EX-10.12	Form of Option Award Agreement Exhibit 10.12 POWERSCHOOL HOLDINGS, INC. OPTION AWARD NOTICE Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of Stock Options to purchase a number of Shar
June 23, 2021	EX-10.17	Letter Agreement, dated as of November 8, 2015, between PowerSchool Group LLC and Maulik Datanwala Exhibit 10.17 November 8, 2015 Maulik Datanwala 1560 NW 100th DR Gainesville FL 32606 Re: Offer of Employment with PowerSchool Dear Maulik: We are pleased to extend an offer to you to join our team. This letter, along with the attached Exhibits A and B, will confirm the terms of employment with PowerSchool Group LLC (as such company?s name may change from time to time and such company?s successors
June 23, 2021	CORRESP	300 North LaSalle Chicago, IL 60654 Robert Goedert, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com June 23, 2021 300 North LaSalle Chicago, IL 60654 Robert Goedert, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com June 23, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Lisa Etheredge R
June 2, 2021	S-1/A	As filed with the Securities and Exchange Commission on June 2, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 2, 2021 No.
June 2, 2021	EX-99.7	Consent of Gwen Reinke Exhibit 99.7 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registration Statement”) of PowerSchool Holdi
April 6, 2021	EX-10.2	Form of Tax Receivable Agreement EX-10.2 9 d24413dex102.htm EX-10.2 Exhibit 10.2 TAX RECEIVABLE AGREEMENT BY AND AMONG POWERSCHOOL HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF [•], 2021 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Interpretative Provisions 10 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 11 Secti
April 6, 2021	EX-10.5	Form of Director and Officer Indemnification Agreement, by and among the Company and the other signatories party thereto (incorporated by reference to Exhibit 10.5 of PowerSchool Holdings, Inc.’s Registration Statement on Form S-1 filed on April 6, 2021) Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2021 between PowerSchool Holdings, Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate
April 6, 2021	EX-99.1	Consent of David Armstrong EX-99.1 33 d24413dex991.htm EX-99.1 Exhibit 99.1 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registrat
April 6, 2021	EX-99.6	Consent of Maneet S. Saroya Exhibit 99.6 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the ?Registration Statement?) of PowerSchool Holdi
April 6, 2021	EX-10.6.2	Incremental Amendment Number 2 to the First Lien Credit Agreement, dated November 25, 2020, by and among Severin Acquisition, LLC, certain of its subsidiaries, and the Lenders party thereto Exhibit 10.6.2 Execution Version INCREMENTAL AMENDMENT NO. 2 This INCREMENTAL AMENDMENT NO. 2 (this ?Amendment?), dated as of November 24, 2020, by and among Severin Holdings, LLC, a Delaware limited liability company (?Holdings?), Severin Acquisition, LLC, a Delaware limited liability company (the ?Top Borrower?), PeopleAdmin, Inc., a Delaware corporation (the ?PA Borrower?), Promachos Holding, I
April 6, 2021	EX-10.15	Letter Agreement, dated as of March 18, 2020, between PowerSchool Group LLC and Eric Shander Exhibit 10.15 March 18, 2020 Re: Employment with PowerSchool Group LLC Dear Eric: This letter sets forth the terms of your employment by PowerSchool Group LLC, a Delaware limited liability company (as such company?s name may change from time to time and such company?s successors and assigns, the ?Company?). We are very excited about this opportunity and value the role that you can serve on our tea
April 6, 2021	EX-3.4	Form of Amended and Restated Bylaws of PowerSchool Holdings, Inc. to be in effect upon the closing of this offering EX-3.4 6 d24413dex34.htm EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF POWERSCHOOL HOLDINGS, INC. A Delaware corporation (Adopted as of [•], 20[•]) ARTICLE I OFFICES Section 1. Offices. PowerSchool Holdings, Inc. (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors o
April 6, 2021	EX-99.4	Consent of Ronald McCray Exhibit 99.4 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the ?Registration Statement?) of PowerSchool Holdi
April 6, 2021	EX-10.4	Form of Amended and Restated Operating Agreement of Holdings LLC EX-10.4 11 d24413dex104.htm EX-10.4 Exhibit 10.4 SEVERIN HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2021 THE UNITS ISSUED PURSUANT TO THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED,
April 6, 2021	EX-10.8	Bridge Loan Credit Agreement, dated March 3, 2021, by and among Severin Holdings, Severin Acquisition, LLC, certain of its subsidiaries, and the Lender parties thereto Exhibit 10.8 Execution Version BRIDGE LOAN CREDIT AGREEMENT among Severin Holdings, LLC, as Holdings, Severin Acquisition, LLC, as the Top Borrower, PeopleAdmin, Inc., Promachos Holding, Inc. and Performance Matters LLC, also as Borrowers, certain other Restricted Subsidiaries from time to time designated hereunder as Co-Borrowers, the several Lenders from time to time party hereto, and Barclays B
April 6, 2021	EX-99.2	Consent of Laurence Goldberg Exhibit 99.2 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registration Statement”) of PowerSchool Holdi
April 6, 2021	EX-10.19	Letter Agreement, dated as of July 8, 2019, between PowerSchool Group LLC and Craig R. Greenseid EX-10.19 27 d24413dex1019.htm EX-10.19 Exhibit 10.19 July 8, 2019 Craig R. Greenseid Re: Offer of Employment with PowerSchool Group. LLC Dear Craig: I would like to confirm our offer employment with PowerSchool Group, LLC (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). We are very excited about this opportunity and value the skills th
April 6, 2021	EX-10.7	Second Lien Credit Agreement, dated August 1, 2018, by and among Severin Holdings, LLC, Severin Acquisition, LLC, certain of their subsidiaries, and the Lenders party thereto EX-10.7 17 d24413dex107.htm EX-10.7 Exhibit 10.7 Execution Version SECOND LIEN CREDIT AGREEMENT among Severin Holdings, LLC, as Holdings, Severin Acquisition, LLC, as the Top Borrower, PeopleAdmin, Inc., Promachos Holding, Inc. and Performance Matters LLC, also as Borrowers, certain other Restricted Subsidiaries from time to time designated hereunder as Co-Borrowers, the several Lenders from time
April 6, 2021	EX-3.3	Bylaws of PowerSchool Holdings, Inc., as currently in effect EX-3.3 5 d24413dex33.htm EX-3.3 Exhibit 3.3 BY-LAWS OF POWERSCHOOL HOLDINGS, INC. A Delaware corporation (Adopted as of December 2, 2020) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the corporation’s registered agent at s
April 6, 2021	EX-10.11	Form of RSU Award Agreement Exhibit 10.11 POWERSCHOOL HOLDINGS, INC. RSU AWARD NOTICE Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), PowerSchool Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?) an award of RSUs set forth below. This award of RSUs (thi
April 6, 2021	EX-10.3	Form of Exchange Agreement Exhibit 10.3 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this ?Agreement?), dated as of [?], 2021 and effective as of immediately prior to the consummation of the IPO (as defined below) (the ?Effective Time?), is made by and among PowerSchool Holdings, Inc., a Delaware corporation (the ?Corporation?), Severin Holdings, LLC
April 6, 2021	EX-10.6	First Lien Credit Agreement, dated August 1, 2018, by and among Severin Acquisition, LLC, certain of its subsidiaries, various Lenders party thereto, Barclays Bank PLC as Administrative Agent Exhibit 10.6 Execution Version FIRST LIEN PLEDGE AND SECURITY AGREEMENT Dated as of August 1, 2018 made by SEVERIN HOLDINGS, LLC, as a Grantor, SEVERIN ACQUISITION, LLC, as a Grantor, PEOPLEADMIN, INC., PROMACHOS HOLDING, INC. AND PERFORMANCE MATTERS LLC, as Grantors and THE OTHER GRANTORS referred to herein in favor of BARCLAYS BANK PLC, as Collateral Agent TABLE OF CONTENTS Page SECTION 1. DEFIN
April 6, 2021	EX-10.20	Letter Agreement, dated as of May 11, 2017, between PowerSchool Group LLC Anthony Miller EX-10.20 28 d24413dex1020.htm EX-10.20 Exhibit 10.20 May 11, 2017 Anthony Miller Re: Offer of Employment with PowerSchool Dear Anthony: We are pleased to extend an offer to you to join our team. This letter, along with the attached Exhibits A and B, will confirm the terms of employment with PowerSchool Group LLC (as such company’s name may change from time to time and such company’s successors and
April 6, 2021	EX-1.1	Form of Underwriting Agreement EX-1.1 2 d24413dex11.htm EX-1.1 Exhibit 1.1 PowerSchool Holdings, Inc. Class A Common Stock Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC Barclays Capital Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 c/o Barclays Capital Inc. 745 Seventh Avenue, New York, New Y
April 6, 2021	EX-10.16	Letter Agreement, dated as of March 1, 2016, between PowerSchool Group LLC and Marcy Daniel EX-10.16 25 d24413dex1016.htm EX-10.16 Exhibit 10.16 March 1st, 2016 Marcy Daniel Re: Welcome to PowerSchool Group, LLC Dear Marcy: I would like to welcome you to the PowerSchool Group, LLC team! This letter serves as an overview of the terms of employment with PowerSchool Group, LLC (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). You
April 6, 2021	EX-10.10	Form of Restricted Share Award Agreement Exhibit 10.10 POWERSCHOOL HOLDINGS, INC. RESTRICTED SHARE AWARD NOTICE Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the ?Plan?), PowerSchool Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?) an award of the number of Restricted Shares
April 6, 2021	EX-10.1	PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan Exhibit 10.1 POWERSCHOOL HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE; EFFECTIVE DATE; TERM Section 1.1 Purpose. The purpose of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to attra
April 6, 2021	EX-10.12	Form of Option Award Agreement Exhibit 10.12 POWERSCHOOL HOLDINGS, INC. OPTION AWARD NOTICE Pursuant to the terms and conditions of the PowerSchool Holdings, Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of Stock Options to purchase a number of Shar
April 6, 2021	EX-10.18	Letter Agreement, dated as of December 8, 2017, between PowerSchool Group LLC and Devendra Singh Exhibit 10.18 December 8, 2017 Devendra Singh Re: Employment with PowerSchool Group LLC Dear Devendra: We are pleased to extend an offer to you to join our team. This letter, along with the attached Exhibits A and B, will confirm the terms of employment with PowerSchool Group LLC (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). The ter
April 6, 2021	EX-10.6.1	Incremental Amendment No. 1 to the First Lien Credit Agreement, dated November 22, 2019, by and among Severin Acquisition, LLC, certain of its subsidiaries, and the Lenders party thereto EX-10.6.1 14 d24413dex1061.htm EX-10.6.1 Exhibit 10.6.1 EXECUTION VERSION INCREMENTAL TERM FACILITY AMENDMENT NO. 1 This INCREMENTAL TERM FACILITY AMENDMENT NO. 1 (this “Amendment”), dated as of November 22, 2019, by and among Severin Holdings, LLC, a Delaware limited liability company (“Holdings”), Severin Acquisition, LLC, a Delaware limited liability company (the “Top Borrower”), PeopleAdmin, I
April 6, 2021	EX-10.13	Stockholders Agreement Exhibit 10.13 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and among PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), Onex Partners Manager LP (together with its affiliated investment entities, “Onex”) and VEP Group, LLC (together with its affiliated investment entities, “Vista” and together with Onex, the “Le
April 6, 2021	EX-3.2	Form of Amended and Restated Certificate of Incorporation of PowerSchool Holdings, Inc. to be in effect at or prior to the consummation of this offering EX-3.2 4 d24413dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POWERSCHOOL HOLDINGS, INC. * * * * * Hardeep Gulati, being the Chief Executive Officer of PowerSchool Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows: FIRST: The pre
April 6, 2021	EX-99.5	Consent of Amy McIntosh EX-99.5 37 d24413dex995.htm EX-99.5 Exhibit 99.5 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registrat
April 6, 2021	EX-99.3	Consent of Betty Hung EX-99.3 35 d24413dex993.htm EX-99.3 Exhibit 99.3 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registrat
April 6, 2021	EX-3.1	Certificate of Incorporation of PowerSchool Holdings, Inc., as currently in effect EX-3.1 3 d24413dex31.htm EX-3.1 Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “POWERSCHOOL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF NOVEMBER, A.D. 2020, AT 5:33 O`CLOCK P.M. CERTIFICATE OF INCORPORATION OF POWERSCHOOL HOLDI
April 6, 2021	EX-10.6.3	Incremental Amendment Number 3 to the First Lien Credit Agreement, dated March 30, 2021, by and among Severin Acquisition, LLC, certain of its subsidiaries, and the Lenders party thereto Exhibit 10.6.3 Execution Version INCREMENTAL AND REFINANCING AMENDMENT NO. 3 This INCREMENTAL AND REFINANCING AMENDMENT NO. 3 (this ?Amendment?), dated as of March 30, 2021, by and among Severin Holdings, LLC, a Delaware limited liability company (?Holdings?), Severin Acquisition, LLC, a Delaware limited liability company (the ?Top Borrower?), PeopleAdmin, Inc., a Delaware corporation (the ?PA Bor
April 6, 2021	EX-4.1	Form of Registration Rights Agreement Exhibit 4.1 POWERSCHOOL HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of [?], 2021 among PowerSchool Holdings, Inc., a Delaware corporation (the ?Company?), each of the investors listed on the signature pages hereto under the caption ?Sponsor Investors? (collectively, the ?Sponsor Investors?) and each Person who executes a Joinder as
April 6, 2021	CORRESP	Robert Goedert, P.C. To Call Writer Directly: +1 312 862 7317 Robert Goedert, P.C. To Call Writer Directly: +1 312 862 7317 [email protected] 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com Facsimile: +1 312 862 2200 April 6, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Lisa Etheredge R
April 6, 2021	S-1	Registration Statement - S-1 Table of Contents As filed with the Securities and Exchange Commission on April 6, 2021 No.
April 6, 2021	EX-10.14	Letter Agreement, dated as of August 1, 2018, between PowerSchool Group LLC and Hardeep Gulati Exhibit 10.14 EXECUTION VERSION August 1, 2018 Hardeep Gulati Re: Offer of Employment with PowerSchool Dear Hardeep: As you know, investment funds affiliated with Vista Equity Partners Management, LLC (“Vista”) and Onex Corporation (“Onex” and, collectively with Vista, the “Investors”) contemplate acquiring PowerSchool Group LLC, a Delaware limited liability company (as such company’s name may cha
April 6, 2021	EX-21.1	List of subsidiaries of PowerSchool Holdings, Inc. Exhibit 21.1 SUBSIDIARIES OF POWERSCHOOL HOLDINGS, INC. Name Jurisdiction of Formation Pinnacle Holdings I LP Delaware Pinnacle Holdings II LLC Delaware Pinnacle Holdings I GP Inc. Delaware VEPF V AIV VI Corp. Delaware Severin Topco, LLC Delaware Severin Intermediate Holdings, LLC Delaware Severin Holdings, LLC Delaware Severin Acquisition, LLC Delaware PowerSchool Group LLC Delaware AccelaSchool
March 18, 2021	DRS/A	Amendment No. 2 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on March 17, 2021 pursuant to the Jumpstart Our Business Startups Act. This draft registration statement has not been publicly file Table of Contents Amendment No. 2 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on March 17, 2021 pursuant to the Jumpstart Our Business Startups Act. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. No. 333- UNITED STATES SECUR
February 2, 2021	EX-10.8	Lease Agreement, dated as of October 8, 2015, between Parkshore Partners, LLC and PowerSchool Group LLC, as amended. EX-10.8 2 filename2.htm Exhibit 10.8 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE — GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions (“Basic Provisions”). 1.1 Parties: This Lease (“Lease”), dated for reference purposes only October 8, 2015 is made by and between Parkshore Partners, LLC, a California limited liability company (
February 2, 2021	DRS/A	Amendment No. 1 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on February 1, 2021 pursuant to the Jumpstart Our Business Startups Act. This draft registration statement has not been publicly fi Table of Contents Amendment No. 1 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on February 1, 2021 pursuant to the Jumpstart Our Business Startups Act. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. No. 333- UNITED STATES SEC
February 1, 2021	DRSLTR	300 North LaSalle Chicago, IL 60654 Robert Goedert, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com February 1, 2021 300 North LaSalle Chicago, IL 60654 Robert Goedert, P.C. United States To Call Writer Directly: Facsimile: +1 312 862 7317 +1 312 862 2000 +1 312 862 2200 [email protected] www.kirkland.com February 1, 2021 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Lisa Ethered
December 22, 2020	DRS	As submitted confidentially to the Securities and Exchange Commission on December 21, 2020 pursuant to the Jumpstart Our Business Startups Act. This draft registration statement has not been publicly filed with the Securities and Exchange Commission Table of Contents As submitted confidentially to the Securities and Exchange Commission on December 21, 2020 pursuant to the Jumpstart Our Business Startups Act.

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