SEC Form SC 13G/A filed by PowerSchool Holdings Inc. (Amendment)
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 Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
VEP Group, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
71,859,739 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
71,859,739 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
71,859,739(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
35.58%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents (i) 34,205,680 shares of the Issuer’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and (ii) 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”)) at the option of the Reporting Person(s). |
| (2) | 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 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 Class B Common Stock (together with an equal number of Common Units). |
| 1. |
Names of Reporting Persons
Vista Equity Partners Fund VI-A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
26,144,690 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
26,144,690 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,144,690(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
12.95%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 26,144,690 shares of Class A Common Stock. |
| (2) | 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). |
| 1. |
Names of Reporting Persons
Vista Equity Partners Fund VI, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
45,619,397 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
45,619,397 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
45,619,397(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
22.59%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents (i) 7,965,338 shares of Class A Common Stock and (ii) 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). |
| (2) | 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). |
| 1. |
Names of Reporting Persons
VEPF VI FAF, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
95,652 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
95,652 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
95,652(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 95,652 shares of Class A Common Stock. |
| (2) | 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). |
| 1. |
Names of Reporting Persons
Severin Topco, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
37,758,841 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
37,758,841 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
37,758,841(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
18.70%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents (i) 104,782 shares of Class A Common Stock and (ii) 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). |
| (2) | 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). |
| 1. |
Names of Reporting Persons
Robert F. Smith | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
71,859,739 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
71,859,739 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
71,859,739(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
35.58%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents (i) 34,205,680 shares of Class A Common Stock and (ii) 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) at the option of the Reporting Person(s). |
| (2) | 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). |
| Item 1(a). | Name of Issuer |
PowerSchool Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
150 Parkshore Drive
Folsom, CA 95630
| Item 2(a). | Names of Persons Filing |
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) | VEP Group, LLC (“VEP Group”); |
| (ii) | Vista Equity Partners Fund VI-A, L.P. (“VEPF VI-A”); |
| (iii) | Vista Equity Partners Fund VI, L.P. (“VEPF VI”); |
| (iv) | VEPF VI FAF, L.P. (“FAF” and, together with VEPF VI-A and VEPF VI, the “Vista Funds”); |
| (v) | Severin Topco, LLC (“Topco LLC” and, together with the foregoing, the “Vista Entities”); and |
| (vi) | Robert F. Smith. |
The Reporting Persons have entered into a Joint Filing Agreement, dated February 9, 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.
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
The principal business address of each of the Vista Entities is 4 Embarcadero Center, 20th Fl., San Francisco, California 94111.
The principal business address of Mr. Smith is c/o Vista Equity Partners, 401 Congress Drive, Suite 3100, Austin, Texas 78701.
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number |
73939C106
| Item 3. | 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.
| Item 4. | 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 the Vista Funds and Topco LLC. Topco LLC is managed by a board of managers. VEPF VI controls the board of managers of Topco LLC. Vista Equity Partners Fund VI GP, L.P. (“Fund VI GP”) is the sole general partner of VEPF VI. VEPF VI GP, Ltd. (“Fund VI UGP”) is the sole general partner of Fund VI GP. Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. VEPF Management, L.P. (“Management Company”) is the sole management company of each of the Vista Funds. VEP Group is the sole general partner of the Management Company, and the Management Company’s sole limited partner is Vista Equity Partners Management, LLC (“VEPM”). VEP Group is the Senior Managing Member of VEPM. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, Management Company, VEPM and VEP Group may be deemed to be beneficial owners of the shares directly held by the Vista Funds and Topco LLC. This statement shall not be construed as an admission that any of the foregoing is a beneficial owner of the reported securities.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| VEP GROUP, LLC | ||
| By: | /s/ Robert F. Smith | |
| Name: Robert F. Smith | ||
| Title: Managing Member | ||
| VISTA EQUITY PARTNERS FUND VI-A, L.P. | ||
| By: Vista Equity Partners Fund VI GP, L.P. | ||
| Its: General Partner | ||
| By: | /s/ Robert F. Smith | |
| Name: Robert F. Smith | ||
| Title: Director | ||
| VISTA EQUITY PARTNERS FUND VI, L.P. | ||
| By: Vista Equity Partners Fund VI GP, L.P. | ||
| Its: General Partner | ||
| By: | /s/ Robert F. Smith | |
| Name: Robert F. Smith | ||
| Title: Director | ||
| VEPF VI FAF, L.P. | ||
| By: Vista Equity Partners Fund VI GP, L.P. | ||
| Its: General Partner | ||
| By: | /s/ Robert F. Smith | |
| Name: Robert F. Smith | ||
| Title: Director | ||
| SEVERIN TOPCO, LLC | ||
| By: | /s/ Hardeep Gulati | |
| Name: Hardeep Gulati | ||
| Title: Chief Executive Officer | ||
| /s/ Robert F. Smith | ||
| Robert F. Smith | ||
| EXHIBIT LIST
| ||
| Exhibit A | Joint Filing Agreement, dated as of February 9, 2022, by and among the Reporting Persons (incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons with the SEC on February 9, 2022). | |