Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Integral Ad Science Holding Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share.
(Title of Class of Securities)
45828L 108
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. | Names of Reporting Persons
Vista Equity Partners Fund VI, L.P. | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
58,393,646 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
58,393,646 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
58,393,646 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
37.93%(1) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
1. | Names of Reporting Persons
Vista Equity Partners Fund VI-A, L.P. | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
35,275,781 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
35,275,781 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
35,275,781 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
22.92%(1) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
1. | Names of Reporting Persons
VEPF VI FAF, L.P. | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
710,574 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
710,574 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
710,574 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
0.46%(1) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
1. | Names of Reporting Persons
Vista Equity Partners Fund VI GP, L.P. | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
94,380,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
94,380,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,380,000 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
61.31%(1) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
1. | Names of Reporting Persons
VEPF VI GP. Ltd. | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
94,380,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
94,380,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,380,000 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
61.31%(1) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
1. | Names of Reporting Persons
VEPF Management, L.P. | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
94,380,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
94,380,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,380,000 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
61.31%(1) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
1. | Names of Reporting Persons
Vista Equity Partners Management, LLC. | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
94,380,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
94,380,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,380,000 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
61.31%(1) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
1. | Names of Reporting Persons
VEP Group, LLC | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
94,380,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
94,380,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,380,000 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
61.31%(1) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
1. | Names of Reporting Persons
Robert F. Smith | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
94,380,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
94,380,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,380,000 | |||||
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
11. | Percent of Class Represented By Amount in Row (9)
61.31%(1) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | Calculated based on 153,940,553 shares of Common Stock, $0.001 par value per share outstanding as of November 9, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
Item 1(a). | Name of Issuer |
Integral Ad Science Holding Corp. (the Issuer)
Item 1(b). | Address of the Issuers Principal Executive Offices |
Not applicable. The Company does not currently have principal executive offices.
Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons: Reporting Persons (i) through (viii) are collectively referred to herein as the Vista Entities.
(i) Vista Equity Partners Fund VI, L.P.
(ii) Vista Equity Partners Fund VI-A, L.P.
(iii) VEPF VI FAF, L.P.
(iv) Vista Equity Partners Fund VI GP, L.P.
(v) VEPF VI GP. Ltd.
(vi) VEPF Management, L.P.
(vii) Vista Equity Partners Management, LLC
(viii) VEP Group, LLC
(ix) Robert F. Smith
Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
The principal business address of each of the Vista Entities is 4 Embarcadero Center, 20th Fl., San Francisco, California 94111.
The principal business address of Mr. Smith is c/o Vista Equity Partners, 401 Congress Drive, Suite 3100, Austin, Texas 78701.
Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
Item 2(d). | Title of Class of Securities |
Common stock, par value $0.001 per share.
Item 2(e). | CUSIP Number |
45828L 108
Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
Item 4. | Ownership |
(a) | Amount beneficially owned: |
See response to Item 9 on each cover page.
(b) | Percent of Class: |
See response to Item 11 on each cover page.
(c) | Number of shares as to which the Reporting Person has: |
(i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
(ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
(iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
(iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
Vista Equity Partners Fund VI, L.P. (VEPF VI), Vista Equity Partners Fund VI-A, L.P. (VEPF VI-A), and VEPF VI FAF, L.P. (FAF) are collectively the Vista Funds. Vista Equity Partners Fund VI GP, L.P. (Fund VI GP) is the sole general partner of each of VEPF VI, VEPF VI-A and FAF. Fund VI GPs 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 Companys sole general partner is VEP Group, LLC (VEP Group), and the Management Companys 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.
The filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
Item 9. | Notice of Dissolution of Group |
Not Applicable.
Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 7, 2022
VISTA EQUITY PARTNERS FUND VI, L.P. | ||
By: | Vista Equity Partners Fund VI GP, L.P. | |
Its: | General Partner | |
By: | VEPF VI GP. Ltd. | |
Its: | General Partner | |
By: | /s/ Robert F. Smith | |
Name: | Robert F. Smith | |
Title: | Director | |
VISTA EQUITY PARTNERS FUND VI-A, L.P. | ||
By: | Vista Equity Partners Fund VI GP, L.P. | |
Its: | General Partner | |
By: | VEPF VI GP. Ltd. | |
Its: | General Partner | |
By: | /s/ Robert F. Smith | |
Name: | Robert F. Smith | |
Title: | Director | |
VEPF VI FAF, L.P. | ||
By: | Vista Equity Partners Fund VI GP, L.P. | |
Its: | General Partner | |
By: | VEPF VI GP. Ltd. | |
Its: | General Partner | |
By: | /s/ Robert F. Smith | |
Name: | Robert F. Smith | |
Title: | Director | |
VISTA EQUITY PARTNERS FUND VI GP, L.P. | ||
By: | VEPF VI GP. Ltd. | |
Its: | General Partner | |
By: | /s/ Robert F. Smith | |
Name: | Robert F. Smith | |
Title: | Director | |
VEPF VI GP. LTD. | ||
By: | /s/ Robert F. Smith | |
Name: | Robert F. Smith | |
Title: | Director |
VEPF MANAGEMENT, L.P. | ||
By: | VEP Group, LLC | |
Its: | General Partner | |
By: | /s/ Robert F. Smith | |
Name: | Robert F. Smith | |
Title: | Director | |
VISTA EQUITY PARTNERS MANAGEMENT, LLC | ||
By: | VEP Group, LLC | |
Its: | Managing Member | |
By: | /s/ Robert F. Smith | |
Name: | Robert F. Smith | |
Title: | Managing Member | |
VEP GROUP, LLC | ||
By: | /s/ Robert F. Smith | |
Name: | Robert F. Smith | |
Title: | Managing Member | |
/s/ Robert F. Smith | ||
Robert F. Smith |
EXHIBIT LIST
Exhibit A | Joint Filing Agreement, dated February 7, 2022 |