Shander Eric Ryan 4
4 · POWERSCHOOL HOLDINGS, INC. · Filed May 1, 2024
Insider Transaction Report
Form 4
Shander Eric Ryan
Chief Financial Officer
Transactions
- Award
Performance Share Units
2024-04-01+73,684→ 73,684 total→ Class A Common Stock (73,684 underlying) - Award
Class A Common Stock
2024-04-01+55,263→ 531,131 total - Award
Market Share Units
2024-04-01+55,263→ 234,935 total→ Class A Common Stock (55,263 underlying)
Footnotes (4)
- [F1]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%.
- [F2]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.
- [F3]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.
- [F4]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.