Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * VEP Group, LLC 2. Issuer Name and Ticker or Trading Symbol POWERSCHOOL HOLDINGS, INC. [PWSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS , 4 EMBARCADERO CENTER, 20TH FL. 3. Date of Earliest Transaction (Month/Day/Year) (Street) SAN FRANCISCO CA 94111 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
VEP Group, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
Vista Equity Partners Fund VI-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
Vista Equity Partners Fund VI, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
VEPF VI FAF, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
Severin Topco, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
Vista Equity Partners Fund VI GP, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
VEPF VI GP. Ltd. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
VEPF MANAGEMENT, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
VISTA EQUITY PARTNERS MANAGEMENT, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111
SMITH ROBERT F C/O VISTA EQUITY PARTNERS 401 CONGRESS DRIVE, SUITE 3100 AUSTIN, TX78701

Signatures

/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC	2024-10-03
**Signature of Reporting Person	Date
/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P.	2024-10-03
**Signature of Reporting Person	Date
/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P.	2024-10-03
**Signature of Reporting Person	Date
/s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P.	2024-10-03
**Signature of Reporting Person	Date
/s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P.	2024-10-03
**Signature of Reporting Person	Date
/s/ Robert F. Smith, a Director of VEPF VI GP. Ltd.	2024-10-03
**Signature of Reporting Person	Date
/s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P.	2024-10-03
**Signature of Reporting Person	Date
/s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC	2024-10-03
**Signature of Reporting Person	Date
/s/ Robert F. Smith	2024-10-03
**Signature of Reporting Person	Date
/s/ Hardeep Gulati, as Chief Executive Officer of Severin Topco LLC	2024-10-03
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to the Exchange Agreement dated July 27, 2021, by and among 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") are exchangeable (together with an equal number of shares of Class B common stock of the Issuer (the "Class B Shares"), which are forfeited for no consideration upon such exchange) for shares of Class A common stock, of the Issuer (the "Class A Shares") on a one-for-one basis. The Common Units do not expire.
(2)	In connection with certain reorganizational transactions occurring immediately prior to the consummation of the Merger (as defined below), an aggregate of 17,862,279 Common Units initially held by Topco LLC were exchanged for a like number of Class A Shares (and cancellation of an equal number of Class B shares).
(3)	Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated June 6, 2024, by and among the Issuer, BCPE Polymath Merger Sub, Inc. ("Merger Sub") and BCPE Polymath Buyer, Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger the reported securities were disposed of, with 16,559,818 Class A Shares, cancelled and converted into the right to receive $22.80 per share in cash without interest and 17,645,862 Class A Shares contributed to BCPE Polymath Topco, LP ("BCPE Topco"), an affiliate of Parent, in exchange for certain equity interests of BCPE Topco and/or one of its subsidiaries.
(4)	Includes (i) 26,144,690 Class A Shares disposed of by VEPF VI-A ("VEPF VI-A"), (ii) 7,860,556 Class A Shares directly disposed of by VEPF VI ("VEPF VI") and (iii) 95,652 Class A Shares disposed of by VEPF FAF ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds"). The remainder of the reported securities were initially held by Topco LLC and disposed of in connection with the merger for the benefit of the Vista Funds.
(5)	Upon effectiveness of the Merger, all Class B Shares were cancelled for no consideration.
(6)	All unexchanged Common Units were directly or indirectly contributed to BCPE Topco in exchange for certain equity interests of BCPE Topco and/or one of its subsidiaries in connection with the consummation of the Merger.
(7)	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. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). 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. The Management Company's sole general partner is VEP Group, LLC ("VEP Group") 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, the Management Company, VEPM and VEP Group may be deemed the beneficial owners of the shares directly held by the Vista Funds and Topco LLC.
(8)	Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership except to the extent of its or his pecuniary interest and the inclusion of the reported securities in this report shall not be deemed an admission by any of the foregoing of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.

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