SEC Form SC 13G/A filed by PowerSchool Holdings Inc. (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 Names of Reporting Persons

 Onex Corporation

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Ontario, Canada

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 71,118,123

 Sole Dispositive Power

 0

 Shared Dispositive Power

 71,118,123

 Aggregate Amount Beneficially Owned by Each Reporting Person

 71,118,123

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 35.22%⁽¹⁾

 Type of Reporting Person (See Instructions)

 CO

Calculated based on 201,940,559 shares of the Issuer’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of the Issuer’s Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) (together with an equal number of common limited liability company interests in PowerSchool Holdings, LLC (“Common Units”)).

 Names of Reporting Persons

 Pinnacle Holdings I L.P.

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 8,968,500

 Sole Dispositive Power

 0

 Shared Dispositive Power

 8,968,500

 Aggregate Amount Beneficially Owned by Each Reporting Person

 8,968,500

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 4.44%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex Partners IV Select LP

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 256,355

 Sole Dispositive Power

 0

 Shared Dispositive Power

 256,355

 Aggregate Amount Beneficially Owned by Each Reporting Person

 256,355

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 *%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex US Principals LP

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 849,226

 Sole Dispositive Power

 0

 Shared Dispositive Power

 849,226

 Aggregate Amount Beneficially Owned by Each Reporting Person

 849,226

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 *%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex Partners IV LP

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 45,981,324

 Sole Dispositive Power

 0

 Shared Dispositive Power

 45,981,324

 Aggregate Amount Beneficially Owned by Each Reporting Person

 45,981,324

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 22.77%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex Partners IV GP LP

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 49,097,745

 Sole Dispositive Power

 0

 Shared Dispositive Power

 49,097,745

 Aggregate Amount Beneficially Owned by Each Reporting Person

 49,097,745

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 24.31%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex Partners IV PV LP

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 10,798,302

 Sole Dispositive Power

 0

 Shared Dispositive Power

 10,798,302

 Aggregate Amount Beneficially Owned by Each Reporting Person

 10,798,302

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 5.35%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

Onex PowerSchool LP

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 20,914,797

 Sole Dispositive Power

 0

 Shared Dispositive Power

 20,914,797

 Aggregate Amount Beneficially Owned by Each Reporting Person

 20,914,797

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 10.36%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex Partners Canadian GP Inc.

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Ontario, Canada

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 49,354,100

 Sole Dispositive Power

 0

 Shared Dispositive Power

 49,354,100

 Aggregate Amount Beneficially Owned by Each Reporting Person

 49,354,100

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 24.44%⁽¹⁾

 Type of Reporting Person (See Instructions)

 CO

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex American Holdings GP LLC

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 21,764,023

 Sole Dispositive Power

 0

 Shared Dispositive Power

 21,764,023

 Aggregate Amount Beneficially Owned by Each Reporting Person

 21,764,023

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 10.78%⁽¹⁾

 Type of Reporting Person (See Instructions)

 OO

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex Private Equity Holdings LLC

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 21,764,023

 Sole Dispositive Power

 0

 Shared Dispositive Power

 21,764,023

 Aggregate Amount Beneficially Owned by Each Reporting Person

 21,764,023

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 10.78%⁽¹⁾

 Type of Reporting Person (See Instructions)

 OO

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex Partners IV GP Ltd.

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 49,097,745

 Sole Dispositive Power

 0

 Shared Dispositive Power

 49,097,745

 Aggregate Amount Beneficially Owned by Each Reporting Person

 49,097,745

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 24.31%⁽¹⁾

 Type of Reporting Person (See Instructions)

 CO

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Onex Partners IV GP LLC

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 256,355

 Sole Dispositive Power

 0

 Shared Dispositive Power

 256,355

 Aggregate Amount Beneficially Owned by Each Reporting Person

 256,355

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 *%⁽¹⁾

 Type of Reporting Person (See Instructions)

 OO

Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

 Names of Reporting Persons

 Gerald W. Schwartz

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

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Canada

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 71,118,123

 Sole Dispositive Power

 0

 Shared Dispositive Power

 71,118,123

 Aggregate Amount Beneficially Owned by Each Reporting Person

 71,118,123⁽¹⁾

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

 ☐

 Percent of Class Represented By Amount in Row (9)

 35.22%⁽²⁾

 Type of Reporting Person (See Instructions)

 IN

Calculated based on 201,940,559 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023, which includes 37,654,059 shares of Class A Common Stock issuable in exchange for 37,654,059 shares of Class B Common Stock (together with an equal number of Common Units).

150 Parkshore Drive

Folsom, CA 95630

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

(i)  Onex Corporation

(ii)  Pinnacle Holdings I L.P.

(iii)   Onex Partners IV Select LP

(iv) Onex US Principals LP

(v)   Onex Partners IV LP

(vi) Onex Partners IV GP LP

(vii)  Onex Partners IV PV LP

(viii)  Onex PowerSchool LP

(ix) Onex Partners Canadian GP Inc.

(x)   Onex American Holdings GP LLC

(xi) Onex Private Equity Holdings LLC

(xii)  Onex Partners IV GP Ltd.

(xiii)  Onex Partners IV GP LLC

(xiv) Gerald W. Schwartz

The Reporting Persons have entered into a Joint Filing Agreement, dated February 8, 2022, a copy of which is attached as Exhibit A, pursuant to which the Reporting Persons agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Onex Corporation, Onex Partners IV GP Ltd., Onex Partners Canadian GP Inc., Gerald W. Schwartz:

161 Bay Street, Suite 4900

Toronto, Ontario M5J 2S1

Canada

Onex Partners IV LP, Pinnacle Holdings I LP, Onex PowerSchool LP, Onex Partners IV Select LP, Onex Partners IV PV LP, Onex Partners IV GP LP, Onex US Principals LP, Onex Private Equity Holdings LLC, Onex American Holdings GP LLC, Onex Partners IV GP LLC:

712 Fifth Avenue, 40th Floor

New York, NY 10019

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Not Applicable.

Ownership

(a)   Amount beneficially owned: See responses to Item 9 on each cover page.

(b)   Percent of Class: See responses to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The reported securities are directly held by Pinnacle Holdings I L.P., Onex Partners IV Select LP, Onex US Principals LP, Onex Partners IV LP, Onex Partners IV GP LP, Onex Partners IV PV LP and Onex Powerschool LP. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and Mr. Gerald W. Schwartz may be deemed to beneficially own the shares of Class A Common Stock held directly by Onex Partners IV Select LP, Onex US Principals LP, Onex Partners IV LP, Onex Partners IV GP LP, Onex Partners IV PV LP, Onex Powerschool LP, and Pinnacle Holdings I L.P., through Onex Corporation’s ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners IV GP Limited, the general partner of Onex Partners IV GP LP, the general partner of Onex Partners IV Select LP, Onex Partners IV LP, and Onex Partners IV PV LP, which hold interests in Pinnacle Holdings I L.P.; and through Onex Corporation’s ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex Powerschool LP and Onex US Principals LP. Mr.Gerald W. Schwartz, the Chairman, Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the shares of Class A Common Stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership.