Onex Private Equity Holdings LLC

SEC source: 0000950170-24-112489 · ownership.xml · nonDerivative · entry 1

ONEX CORP · CIK 0000937226 · Director · 10% owner

Onex Partners IV GP LLC · CIK 0001838068 · Director · 10% owner

Onex Partners IV Select LP · CIK 0001607190 · Director · 10% owner

Onex Private Equity Holdings LLC · CIK 0001838067 · Director · 10% owner

Onex US Principals LP · CIK 0001297369 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · kind: 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 34,317,314 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), cancelled and converted into the right to receive $22.80 per share in cash without interest and 36,800,809 shares of Class A Common Stock 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.

F2 · shares: Consists of (i) 256,355 shares of Class A Common Stock disposed by Onex Partners IV Select LP ("Partners IV Select"), (ii) 849,226 shares of Class A Common Stock disposed by Onex US Principals LP ("US Principals"), (iii) 37,012,824 shares of Class A Common Stock disposed by Onex Partners IV LP ("IV LP"), (iv) 1,286,619 shares of Class A Common Stock disposed by Onex Partners IV GP LP ("IV GP LP"), (v) 1,829,802 shares of Class A Common Stock disposed by Onex Partners IV PV LP ("IV PV LP"), (vi) 20,914,797 shares of Class A Common Stock disposed by Onex Powerschool LP ("Onex Powerschool") and (vii) 8,968,500 shares of Class A Common Stock disposed by Pinnacle Holdings I L.P. ("Pinnacle" and, together with each of the foregoing, the "Onex Entities").

F1 · price: 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 34,317,314 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), cancelled and converted into the right to receive $22.80 per share in cash without interest and 36,800,809 shares of Class A Common Stock 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.

F1 · acquired: 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 34,317,314 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), cancelled and converted into the right to receive $22.80 per share in cash without interest and 36,800,809 shares of Class A Common Stock 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.

F3 · ownership.nature: Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange may be deemed to beneficially own the shares of Class A Common Stock held directly by the Onex Entities through Onex Corporation's wholly-owned subsidiaries (i) Onex Partners Canadian GP Inc., which owns all of the equity of (a) Onex Partners IV GP LLC, the general partner of Partners IV Select, and (b) Onex Partners IV GP Limited, the general partner of IV GP LP, the general partner of IV LP, Partners IV Select and IV PV LP, which hold interests in Pinnacle, and (ii) Onex Private Equity Holdings LLC, the sole owner of Onex American Holdings GP LLC and the general partner of Onex Powerschool and US Principals. Mr. Gerald W. Schwartz, the Chairman and CEO of Onex Corporation, holds a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the reported securities but disclaims such beneficial ownership.

F4 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein and, pursuant to Rule 16a-1(a)(4), this report shall not be deemed an admission by any of the Reporting Persons of beneficial ownership of all or any of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001641172-25-001702 · ownership.xml · derivative · entry 2

Onex Private Equity Holdings LLC · CIK 0001838067 · 10% owner

Onex Partners Holdings LLC · CIK 0001838066 · 10% owner

Onex OP V Holdings SARL · CIK 0002002606 · 10% owner

1597257 Ontario Inc. · CIK 0001517831 · 10% owner

New PCo II Investments, Ltd. · CIK 0001593408 · 10% owner

Onex Advisor Subco III LLC · CIK 0001695911 · Director

Onex Partners Canadian GP Inc. · CIK 0001817206 · 10% owner

Onex Partners V GP Ltd · CIK 0001817315 · 10% owner

OPV Gem Aggregator LP · CIK 0001817205 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 137,461,868 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") was held directly by OPV Gem Aggregator LP and convertible into a number of shares of Common Stock that is equal to the amount of the accreted liquidation preference per share of Series A Preferred Stock divided by the conversion price then in effect. On May 2, 2024, the Issuer mandatorily converted all of the outstanding Series A Preferred Stock into Common Stock. As a result, all of the Series A Preferred Stock held of record by OPV Gem Aggregator LP automatically converted into 137,461,868 shares of Common Stock.

F1 · price: The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") was held directly by OPV Gem Aggregator LP and convertible into a number of shares of Common Stock that is equal to the amount of the accreted liquidation preference per share of Series A Preferred Stock divided by the conversion price then in effect. On May 2, 2024, the Issuer mandatorily converted all of the outstanding Series A Preferred Stock into Common Stock. As a result, all of the Series A Preferred Stock held of record by OPV Gem Aggregator LP automatically converted into 137,461,868 shares of Common Stock.

F1 · derivative.exercise_date: The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") was held directly by OPV Gem Aggregator LP and convertible into a number of shares of Common Stock that is equal to the amount of the accreted liquidation preference per share of Series A Preferred Stock divided by the conversion price then in effect. On May 2, 2024, the Issuer mandatorily converted all of the outstanding Series A Preferred Stock into Common Stock. As a result, all of the Series A Preferred Stock held of record by OPV Gem Aggregator LP automatically converted into 137,461,868 shares of Common Stock.

F1 · derivative.expiration_date: The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") was held directly by OPV Gem Aggregator LP and convertible into a number of shares of Common Stock that is equal to the amount of the accreted liquidation preference per share of Series A Preferred Stock divided by the conversion price then in effect. On May 2, 2024, the Issuer mandatorily converted all of the outstanding Series A Preferred Stock into Common Stock. As a result, all of the Series A Preferred Stock held of record by OPV Gem Aggregator LP automatically converted into 137,461,868 shares of Common Stock.

F3 · ownership.nature: Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex Private Equity Holdings LLC ("OPEH"), which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,

F4 · ownership.nature: (continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of OPEH, which owns all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; (e) Onex Advisor Subco III LLC, through Gerald W. Schwartz's indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC; and (f) OPV Gem Aggregator LP, 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 V GP Limited, which is the general partner of OPV Gem Aggregator LP.

F5 · ownership.nature: Mr. Gerald W. Schwartz, the Chairman 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 Common Stock beneficially owned by Onex Corporation. Each of these entities and Mr. Schwartz disclaims such beneficial ownership except to the extent of their pecuniary interest therein.

SEC source: 0001641172-25-001702 · ownership.xml · nonDerivative · entry 1

Onex Private Equity Holdings LLC · CIK 0001838067 · 10% owner

Onex Partners Holdings LLC · CIK 0001838066 · 10% owner

Onex OP V Holdings SARL · CIK 0002002606 · 10% owner

1597257 Ontario Inc. · CIK 0001517831 · 10% owner

New PCo II Investments, Ltd. · CIK 0001593408 · 10% owner

Onex Advisor Subco III LLC · CIK 0001695911 · Director

Onex Partners Canadian GP Inc. · CIK 0001817206 · 10% owner

Onex Partners V GP Ltd · CIK 0001817315 · 10% owner

OPV Gem Aggregator LP · CIK 0001817205 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 184,520,200

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") was held directly by OPV Gem Aggregator LP and convertible into a number of shares of Common Stock that is equal to the amount of the accreted liquidation preference per share of Series A Preferred Stock divided by the conversion price then in effect. On May 2, 2024, the Issuer mandatorily converted all of the outstanding Series A Preferred Stock into Common Stock. As a result, all of the Series A Preferred Stock held of record by OPV Gem Aggregator LP automatically converted into 137,461,868 shares of Common Stock.

F2 · ownership.nature: Includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP, (vii) 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC, and (viii) 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP.

F3 · ownership.nature: Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex Private Equity Holdings LLC ("OPEH"), which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,

F4 · ownership.nature: (continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of OPEH, which owns all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; (e) Onex Advisor Subco III LLC, through Gerald W. Schwartz's indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC; and (f) OPV Gem Aggregator LP, 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 V GP Limited, which is the general partner of OPV Gem Aggregator LP.

F5 · ownership.nature: Mr. Gerald W. Schwartz, the Chairman 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 Common Stock beneficially owned by Onex Corporation. Each of these entities and Mr. Schwartz disclaims such beneficial ownership except to the extent of their pecuniary interest therein.

SEC source: 0000899243-23-013895 · doc4.xml · nonDerivative · entry 1

ONEX CORP · CIK 0000937226 · Director · 10% owner

SCHWARTZ GERALD W · CIK 0001275599 · Director · 10% owner

Onex RSG LP · CIK 0001871724 · Director · 10% owner

Onex RSG Holdings LP · CIK 0001871656 · Director · 10% owner

Onex RSG GP Inc. · CIK 0001871725 · Director · 10% owner

Onex Private Equity Holdings LLC · CIK 0001838067 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 4,145,621

F1 · kind: The shares were sold pursuant to an underwriting agreement, dated May 22, 2023, in a transaction that was completed on May 25, 2023.

F2 · balance_after: Following the transaction described above, (i) 3,971,843 shares of Class A common stock are held by Onex RSG LP and (ii) 173,778 shares of Class A common stock are held by Onex RSG Holdings LP.

F2 · ownership.nature: Following the transaction described above, (i) 3,971,843 shares of Class A common stock are held by Onex RSG LP and (ii) 173,778 shares of Class A common stock are held by Onex RSG Holdings LP.

F3 · ownership.nature: Onex Corporation may be deemed to beneficially own the shares of Class A common stock held by Onex RSG LP and Onex RSG Holdings LP, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman 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. Each of Onex RSG GP Inc., Onex Private Equity Holdings LLC, Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interests therein.

SEC source: 0000899243-23-007336 · doc4.xml · nonDerivative · entry 1

ONEX CORP · CIK 0000937226 · Director · 10% owner

Onex Partners IV GP LLC · CIK 0001838068 · Director · 10% owner

Onex Partners IV Select LP · CIK 0001607190 · Director · 10% owner

Onex Private Equity Holdings LLC · CIK 0001838067 · Director · 10% owner

Onex US Principals LP · CIK 0001297369 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 71,118,123

F1 · shares: The reported shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Shares") were sold in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (Registration No. 333-270101). The aggregate 4,295,739 Class A shares sold by the Reporting Persons include: (i) 15,485 Class A Shares sold by Onex Partners IV Select LP ("Partners IV Select"), (ii) 51,296 Class A Shares sold by Onex US Principals LP ("US Principals"), (iii) 2,235,680 Class A Shares sold by Onex Partners IV LP ("IV LP"), (iv) 77,716 Class A Shares sold by Onex Partners IV GP LP ("IV GP LP"), (v) 110,525 Class A Shares sold by Onex Partners IV PV LP ("IV PV LP"), (vi) 1,263,314 Class A Shares sold by Onex Powerschool LP ("Onex Powerschool") and (vii) 541,723 Class A Shares sold by Pinnacle Holdings I L.P. ("Pinnacle," together with each of the foregoing, the "Onex Entities").

F2 · price: This amount represents a public offering price of $21.00 per Class A Share, less an underwriting discount of $0.84 per Class A Share sold in an underwritten public offering.

F3 · balance_after: Consists of (i) 256,355 Class A Shares held directly by Partners IV Select, (ii) 849,226 Class A Shares held directly by US Principals, (iii) 37,012,824 Class A Shares held directly by IV LP, (iv) 1,286,619 Class A Shares held directly by IV GP LP, (v) 1,829,802 Class A Shares held directly by IV PV LP, (vi) 20,914,797 Class A Shares held directly by Onex Powerschool and (vii) 8,968,500 Class A Shares held directly by Pinnacle.

F4 · ownership.nature: Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange may be deemed to beneficially own the Class A Shares held directly by the Onex Entities through Onex Corporation's wholly-owned subsidiaries (i) Onex Partners Canadian GP Inc., which owns all of the equity of (a) Onex Partners IV GP LLC, the general partner of Partners IV Select, and (b) Onex Partners IV GP Limited, the general partner of IV GP LP, the general partner of IV LP, Partners IV Select and IV PV LP, which hold interests in Pinnacle, and (ii) Onex Private Equity Holdings LLC, the sole owner of Onex American Holdings GP LLC and the general partner of Onex Powerschool and US Principals. Mr. Gerald W. Schwartz, the Chairman and CEO of Onex Corporation, holds a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the reported securities but disclaims such beneficial ownership.

F5 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein and, pursuant to Rule 16a-1(a)(4), this report shall not be deemed an admission by any of the Reporting Persons of beneficial ownership of all or any of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0000899243-21-029873 · doc4.xml · nonDerivative · entry 3

ONEX CORP · CIK 0000937226 · Director · 10% owner

SCHWARTZ GERALD W · CIK 0001275599 · Director · 10% owner

Onex RSG LP · CIK 0001871724 · Director · 10% owner

Onex RSG Holdings LP · CIK 0001871656 · Director · 10% owner

Onex RSG GP Inc. · CIK 0001871725 · Director · 10% owner

Onex Private Equity Holdings LLC · CIK 0001838067 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 12,455,712

F2 · shares: On July 26, 2021, the Issuer redeemed 4,907,914 shares of Class A common stock from Onex RSG LP and 214,731 shares of Class A common stock from Onex RSG Holdings LP in connection with the exercise in full of the underwriters' over-allotment option associated with the Issuer's initial public offering.

F3 · ownership.nature: Following the transactions described above, (i) 11,933,593 shares of Class A common stock are held by Onex RSG LP and (ii) 522,119 shares of Class A common stock are held by Onex RSG Holdings LP.

F4 · ownership.nature: Onex Corporation may be deemed to beneficially own the shares of Class A common stock held by Onex RSG LP and Onex RSG Holdings LP, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman and 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. Each of Onex RSG GP Inc., Onex Private Equity Holdings LLC, Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interests therein.

SEC source: 0000899243-21-029873 · doc4.xml · nonDerivative · entry 2

ONEX CORP · CIK 0000937226 · Director · 10% owner

SCHWARTZ GERALD W · CIK 0001275599 · Director · 10% owner

Onex RSG LP · CIK 0001871724 · Director · 10% owner

Onex RSG Holdings LP · CIK 0001871656 · Director · 10% owner

Onex RSG GP Inc. · CIK 0001871725 · Director · 10% owner

Onex Private Equity Holdings LLC · CIK 0001838067 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 17,578,357

F1 · shares: On July 23, 2021, the Issuer (i) issued 19,813,540 shares of Class A common stock to Onex RSG LP and 886,880 shares of Class A common stock to Onex RSG Holdings LP, and (ii) redeemed 2,972,033 shares of Class A common stock from Onex RSG LP and 130,030 shares of Class A common stock from Onex RSG Holdings LP in connection with the Organizational Transactions (as that term is defined in the Issuer's Registration Statement on Form S-1 (File No. 333-257233) (the "Registration Statement").

F5 · price: The redemption of the Class A shares was effectuated at a price of $22.325 per Class A share, which price is subject to an increase or decrease for the over- or under-payment of taxes, respectively, by the Common Blocker Entity (as defined in the Registration Statement) through the date of the effectiveness of the merger.

F3 · ownership.nature: Following the transactions described above, (i) 11,933,593 shares of Class A common stock are held by Onex RSG LP and (ii) 522,119 shares of Class A common stock are held by Onex RSG Holdings LP.

F4 · ownership.nature: Onex Corporation may be deemed to beneficially own the shares of Class A common stock held by Onex RSG LP and Onex RSG Holdings LP, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman and 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. Each of Onex RSG GP Inc., Onex Private Equity Holdings LLC, Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interests therein.

SEC source: 0000899243-21-029873 · doc4.xml · nonDerivative · entry 1

ONEX CORP · CIK 0000937226 · Director · 10% owner

SCHWARTZ GERALD W · CIK 0001275599 · Director · 10% owner

Onex RSG LP · CIK 0001871724 · Director · 10% owner

Onex RSG Holdings LP · CIK 0001871656 · Director · 10% owner

Onex RSG GP Inc. · CIK 0001871725 · Director · 10% owner

Onex Private Equity Holdings LLC · CIK 0001838067 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 20,680,420

F1 · shares: On July 23, 2021, the Issuer (i) issued 19,813,540 shares of Class A common stock to Onex RSG LP and 886,880 shares of Class A common stock to Onex RSG Holdings LP, and (ii) redeemed 2,972,033 shares of Class A common stock from Onex RSG LP and 130,030 shares of Class A common stock from Onex RSG Holdings LP in connection with the Organizational Transactions (as that term is defined in the Issuer's Registration Statement on Form S-1 (File No. 333-257233) (the "Registration Statement").

F3 · ownership.nature: Following the transactions described above, (i) 11,933,593 shares of Class A common stock are held by Onex RSG LP and (ii) 522,119 shares of Class A common stock are held by Onex RSG Holdings LP.

F4 · ownership.nature: Onex Corporation may be deemed to beneficially own the shares of Class A common stock held by Onex RSG LP and Onex RSG Holdings LP, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman and 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. Each of Onex RSG GP Inc., Onex Private Equity Holdings LLC, Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interests therein.

SEC source: 0000899243-21-024130 · doc4.xml · nonDerivative · entry 1

Onex US Principals LP · CIK 0001297369 · 10% owner

New PCo GP Inc · CIK 0001837935 · 10% owner

New PCo A LP · CIK 0001837936 · 10% owner

SCHWARTZ GERALD W · CIK 0001275599 · 10% owner

Onex Private Equity Holdings LLC · CIK 0001838067 · 10% owner

Onex American Holdings Subco LLC · CIK 0001544358 · 10% owner

Onex Partners Holdings LLC · CIK 0001838066 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 60,855,384

F1 · ownership.nature: Following the transaction reported herein, represents: (i) 22,541,934 ordinary shares held by Onex Partners IV LP ("Onex IV"), (ii) 1,114,405 ordinary shares held by Onex Partners IV PV LP ("Onex IV PV"), (iii) 156,045 ordinary shares held by Onex Partners IV Select LP ("Onex IV Select"), (iv) 644,675 ordinary shares held by Onex Partners IV GP LP ("Onex IV GP"), (v) 830,623 ordinary shares held by Onex US Principals LP ("Onex US"), (vi) 21,044,821 ordinary shares held by Onex Partners Holdings LLC ("Onex Holdings"), (vii) 1,332,327 ordinary shares held by New PCo A LP ("New PCo") and (viii) 13,190,554 ordinary shares held by Onex Camelot Co-Invest LP ("Onex Camelot").

F2 · ownership.nature: Onex Corporation may be deemed to beneficially own the ordinary shares held by (a) each of Onex IV, Onex IV PV, Onex Camelot, Onex IV GP and Onex IV Select, through its ownership of all of the common stock of Onex Partners Canadian GP Inc., which owns all of the equity of (i) Onex Partners IV GP Limited, which is the general partner of Onex IV GP, which is the general partner of each of Onex IV, Onex IV PV and Onex Camelot; and (ii) Onex Partners IV GP LLC, which is the general partner of Onex IV Select; (b) Onex US, through its 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 US; and (c) Onex Holdings, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex American Holdings Subco LLC, which is the majority owner of Onex Holdings.

F3 · ownership.nature: New PCo GP Inc. is the general partner of New PCo and as such may be deemed to beneficially own the ordinary shares held by New PCo. Mr. Gerald W. Schwartz beneficially owns all of the shares held by Onex Corporation and indirectly controls New PCo GP Inc., and as such Mr. Schwartz may be deemed to share beneficial ownership of the shares beneficially owned by Onex Corporation and New PCo GP Inc.