0001835681-24-000056.txt : 20240501 0001835681-24-000056.hdr.sgml : 20240501 20240501185824 ACCESSION NUMBER: 0001835681-24-000056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240501 DATE AS OF CHANGE: 20240501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shander Eric Ryan CENTRAL INDEX KEY: 0001670485 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 24904576 MAIL ADDRESS: STREET 1: 100 EAST DAVIE STREET CITY: RALEIGH STATE: NC ZIP: 27601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POWERSCHOOL HOLDINGS, INC. CENTRAL INDEX KEY: 0001835681 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 854166024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 PARKSHORE DRIVE CITY: FOLSOM STATE: CA ZIP: 95630 BUSINESS PHONE: (916) 767-3628 MAIL ADDRESS: STREET 1: 150 PARKSHORE DRIVE CITY: FOLSOM STATE: CA ZIP: 95630 4 1 wk-form4_1714604295.xml FORM 4 X0508 4 2024-04-01 0 0001835681 POWERSCHOOL HOLDINGS, INC. PWSC 0001670485 Shander Eric Ryan C/O POWERSCHOOL HOLDINGS, INC. 150 PARKSHORE DR FOLSOM CA 95630 0 1 0 0 President, CFO 0 Class A Common Stock 2024-04-01 4 A 0 55263 0 A 531131 D Market Share Units 2024-04-01 4 A 0 55263 0 A Class A Common Stock 55263 234935 D Performance Share Units 2024-04-01 4 A 0 73684 0 A Class A Common Stock 73684 73684 D Each market share unit ("MSU") converts into a number of shares of Class A common stock. The number of MSUs reported on this Form 4 represents the target. The actual number of shares to be granted is determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the average fair market value of the Class A common stock during the ten trading days immediately preceding the applicable vesting date, divided by the fair market value of the Class A common stock on the grant date. The minimum payout factor that must be achieved to earn a payout is 65% and the maximum payout factor is 200%. 50% of the MSUs will vest on April 1, 2026 and 50% of the MSUs will vest on April 1, 2027, subject to continued employment. Each performance share unit ("PSU") converts into a number of shares of Class A common stock. The number of PSUs reported on this Form 4 represents the target. The actual number of shares to be granted is determined by applying a payout factor to the target number of PSUs vesting on a given date. The payout factor is based on the achievement of certain performance metrics. 50% of the PSUs will vest on April 1, 2026 and 50% of the PSUs will vest on April 1, 2027, subject to continued employment. /s/ Eric Shander 2024-05-01