VEP Group, LLC's Form 4 filing
Powerschool Holdings, Inc. (PWSC) · filed Mar 7, 2023
- Accession no.
- 0000899243-23-007338
- Filed
- Mar 7, 2023, 4:05 PM ET
- Trade date
- Mar 3, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market sales total $87.5M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| VEP Group, LLCCIK 0001216495 | Director, 10% Owner |
| Smith Robert FCIK 0001216497 | Director, 10% Owner |
| Vista Equity Partners Management, LLCCIK 0001569532 | Director, 10% Owner |
| Vista Equity Partners Fund VI-A, L.P.CIK 0001665190 | Director, 10% Owner |
| Vepf VI Faf, L.P.CIK 0001665225 | Director, 10% Owner |
| Vista Equity Partners Fund VI, L.P.CIK 0001665262 | Director, 10% Owner |
| Vepf Management, L.P.CIK 0001689919 | Director, 10% Owner |
| Severin Topco, LLCCIK 0001750226 | Director, 10% Owner |
| Vista Equity Partners Fund VI GP, L.P.CIK 0001786024 | Director, 10% Owner |
| VEPF VI GP. Ltd.CIK 0001786074 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 3, 2023 | Class B Common Stock | DReturned to the companyDisposed | −2,274,413 | –F1 | – | 37,654,059 | Indirect | |
| Mar 3, 2023 | Class A Common Stock | CConversionAcquired | +2,274,413 | –F1 | – | 38,546,214 | Indirect | |
| Mar 3, 2023 | Class A Common Stock | SSaleDisposed | −4,340,534 | $20.16F5 | −$87,505,165.44 | 34,205,680 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 3, 2023 | Class A Common Stock | CConversionDisposed | −2,274,413 | –F1 | – | 37,654,059 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Pursuant to the Exchange Agreement dated July 27, 2021, by and among the PowerSchool Holdings, Inc. (the "Issuer"), PowerSchool Holdings LLC ("Holdings LLC") and Severin Topco, LLC ("Topco LLC") (the "Exchange Agreement"), the units in Holdings LLC (the "Common Units") (together with an equal number of shares of Class B common stock, par value $0.0001 per share, of the Issuer (the "Class B Shares")) are exchangeable for shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Shares") on a one-for-one basis. The Common Units do not expire.
Referenced by the price of 2 transactions in Table I and 1 transaction in Table II.
- F5
This amount represents a public offering price of $21.00 per Class A Share of the Issuer, less an underwriting discount of $0.84 per share for shares sold in an underwritten public offering.
Referenced by the price of 1 transaction in Table I.