Vepf Vi Faf Form 3 INTEGRAL AD SCIENCE HOLDING / ROBERT F SMITH ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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 CA 94111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
INTEGRAL AD SCIENCE HOLDING CORP. [ IAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.001 par value	94,380,000	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 CA 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 CA 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 CA 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 CA 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 CA 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 CA 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 CA 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 CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMITH ROBERT F

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Includes 58,393,646 shares held directly by Vista Equity Partners Fund VI, L.P. ("VEPF VI"), 35,275,781 shares held directly by Vista Equity Partners Fund VI-A, L.P. ("VEPF VI-A"), and 710,573 shares held directly by VEPF VI FAF, L.P. ("FAF," and collectively with VEPF VI and VEPF VI-A, the "Vista Funds").

2. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC	06/29/2021
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P.	06/29/2021
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P.	06/29/2021
	/s/ Robert F. Smith, a Director of the General Partner of the General Partner of of VEPF VI FAF, L.P.	06/29/2021
	/s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P.	06/29/2021
	/s/ Robert F. Smith, a Director of VEPF VI GP. Ltd.	06/29/2021
	/s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P.	06/29/2021
	/s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC	06/29/2021
	/s/ Robert F. Smith	06/29/2021
	** Signature of Reporting Person	Date
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