Sec Form 4 Filing - VEP Group, LLC @ INTEGRAL AD SCIENCE HOLDING CORP. - 2023-05-12

Insider filing report for Changes in Beneficial Ownership
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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. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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
INTEGRAL AD SCIENCE HOLDING CORP. [ IAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 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 (MM/DD/YY)
05/12/2023
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/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
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 05/12/2023 S 11,500,000 ( 1 ) D $ 15 82,880,001 ( 2 ) I See Footnotes ( 2 ) ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration 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
X
Vista Equity Partners Fund VI, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Equity Partners Fund VI-A, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VEPF VI FAF, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Equity Partners Fund VI GP, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VEPF VI GP. Ltd.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VEPF MANAGEMENT, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VISTA EQUITY PARTNERS MANAGEMENT, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
SMITH ROBERT F
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Signatures
/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC 05/12/2023
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. 05/12/2023
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. 05/12/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, a Director of the General Partner of the General Partner of of VEPF VI FAF, L.P. 05/12/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. 05/12/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, a Director of VEPF VI GP. Ltd. 05/12/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P. 05/12/2023
Signature of Reporting Person Date
/s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC 05/12/2023
Signature of Reporting Person Date
/s/ Robert F. Smith 05/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents (i) 7,115,140 shares of Common Stock, $0.001 par value ("Common Stock") sold by Vista Equity Partners Fund VI, L.P. ("VEPF VI"), (ii) 4,298,278 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. ("VEPF VI-A") and (iii) 86,582 shares of Common Stock sold by VEPF VI FAF, L.P. ("VEPF FAF," and collectively with VEPF VI and VEPF VI-A, the "Vista Funds").
( 2 )Consists of (i) 51,278,506 shares of Common Stock held by VEPF VI, (ii) 30,977,503 shares of Common Stock held by VEPF VI-A and (iii) 623,922 shares of Common Stock held by VEPF FAF.
( 3 )Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of the Vista Funds. 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 held by the Vista Funds.
( 4 )Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group, VEPM 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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