Vista Equity Partners Fund VI Form 4 INTEGRAL AD SCIENCE HOLDING / ROBERT F SMITH ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

VEP Group, LLC

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	12/07/2023		S		11,000,000⁽¹⁾	D	$14	66,660,001⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

VEP Group, LLC

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI-A, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VEPF VI FAF, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI GP, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VEPF VI GP. Ltd.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VEPF MANAGEMENT, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VISTA EQUITY PARTNERS MANAGEMENT, LLC

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SMITH ROBERT F

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents (i) 6,805,787.00 shares of Common Stock, $0.001 par value ("Common Stock") sold by Vista Equity Partners Fund VI, L.P. ("VEPF VI"), (ii) 4,111,396.00 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. ("VEPF VI-A") and (iii) 82,817.00 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) 41,243,064 shares of Common Stock held by VEPF VI, (ii) 24,915,063 shares of Common Stock held by VEPF VI-A and (iii) 501,874 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.

	/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC	12/07/2023
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P.	12/07/2023
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P.	12/07/2023
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P.	12/07/2023
	/s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P.	12/07/2023
	/s/ Robert F. Smith, a Director of VEPF VI GP. Ltd.	12/07/2023
	/s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P.	12/07/2023
	/s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC	12/07/2023
	/s/ Robert F. Smith	12/07/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Vista Equity Partners Fund VI Form 4INTEGRAL AD SCIENCE HOLDING / ROBERT F SMITH ownership change