GULATI HARDEEP 4
4 · POWERSCHOOL HOLDINGS, INC. · Filed May 1, 2024
Insider Transaction Report
Form 4
GULATI HARDEEP
DirectorChief Executive Officer
Transactions
- Award
Performance Share Units
2024-04-01+210,526→ 210,526 total→ Class A Common Stock (210,526 underlying) - Award
Market Share Units
2024-04-01+315,789→ 1,085,809 total→ Class A Common Stock (315,789 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.