Oleg Bershadsky Form 4 INTEGRAL AD SCIENCE HOLDING / OLEG BERSHADSKY 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^*

BERSHADSKY OLEG

(Last) (First) (Middle)

C/O INTEGRAL AD SCIENCE HOLDING CORP.

(Street)

NOT APPLICABLE

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

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2023

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

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value	03/27/2023		M		73,200(1)	A	$4.13	73,200	D
Common Stock, $0.001 par value	03/27/2023		S		73,200(1)	D	$13.76(2)	0	D
Common Stock, $0.001 par value	03/27/2023		M		54,900(1)	A	$8.58	54,900	D
Common Stock, $0.001 par value	03/27/2023		S		54,900(1)	D	$13.76(3)	0	D
Common Stock, $0.001 par value	03/28/2023		M		73,200(1)	A	$4.13	73,200	D
Common Stock, $0.001 par value	03/28/2023		S		73,200(1)	D	$13.51(4)	0	D
Common Stock, $0.001 par value	03/28/2023		M		27,450(1)	A	$8.58	27,450	D
Common Stock, $0.001 par value	03/28/2023		S		27,450(1)	D	$13.51(5)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Right to Buy)	$4.13	03/27/2023		M(1)			73,200	(6)	03/27/2029	Common Stock, $0.001 par value	73,200	$4.13	73,200	D
Options (Right to Buy)	$8.58	03/27/2023		M(1)			54,900	(7)	10/01/2030	Common Stock, $0.001 par value	54,900	$8.58	91,500	D
Options (Right to Buy)	$4.13	03/28/2023		M(1)			73,200	(6)	03/27/2029	Common Stock, $0.001 par value	73,200	$4.13	0	D
Options (Right to Buy)	$8.58	03/28/2023		M(1)			27,450	(7)	10/01/2030	Common Stock, $0.001 par value	27,450	$8.58	64,050	D

Explanation of Responses:

1. The option exercises and sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.52 to $13.97 per share. The reporting person undertakes to provide to Integral Ad Science Holding Corp., any security holder of Integral Ad Science Holding Corp. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.52 to $13.98 per share. The reporting person undertakes to provide to Integral Ad Science Holding Corp., any security holder of Integral Ad Science Holding Corp. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.39 to $13.68 per share. The reporting person undertakes to provide to Integral Ad Science Holding Corp., any security holder of Integral Ad Science Holding Corp. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.39 to $13.65 per share. The reporting person undertakes to provide to Integral Ad Science Holding Corp., any security holder of Integral Ad Science Holding Corp. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

6. These options were granted on March 27, 2019 and vest 25% after one year and in equal quarterly installments over the next three years.

7. These options were granted on October 1, 2020 and vest 25% after one year and in equal quarterly installments over the next three years.

Remarks:

	/s/ Anil Sukumaran by Power of Attorney	03/29/2023
	** Signature of Reporting Person	Date
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