Sec Form 13G Filing - Vista Equity Partners Fund VI L.P. filing for INTEGRAL AD SCIENCE HOLDING CORP. (IAS) - 2024-02-13

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/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Integral Ad Science Holding Corp.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

45828L 108

(CUSIP Number)

December 31, 2023

(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 person’s 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

 

 41,243,064

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 41,243,064

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 41,243,064

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 26.13%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 157,850,631 shares of the Issuer’s Common Stock, $0.001 par value per share (“Common Stock”), outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2023.


 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

 

 24,915,063

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 24,915,063

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 24,915,063

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 15.78%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 157,850,631 shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.


 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

 

 501,874

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 501,874

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 501,874

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 0.32%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 157,850,631 shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.


 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

 

 66,660,001

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 66,660,001

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 66,660,001

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 42.23%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 157,850,631 shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.


 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

 

 66,660,001

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 66,660,001

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 66,660,001

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 42.23%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Calculated based on 157,850,631 shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.


 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

 

 66,660,001

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 66,660,001

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 66,660,001

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 42.23%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 157,850,631 shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.


 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

 

 66,660,001

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 66,660,001

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 66,660,001

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 42.23%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Calculated based on 157,850,631 shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.


 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

 

 66,660,001

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 66,660,001

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 66,660,001

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 42.23%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Calculated based on 157,850,631 shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.


 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

 

 66,660,001

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 66,660,001

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 66,660,001

10.  

 Check Box if t he Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 42.23%(1)

12.  

 Type of Reporting Person (See Instructions)

 

 IN

 

(1)

Calculated based on 157,850,631 shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.


Item 1(a).

Name of Issuer

Integral Ad Science Holding Corp. (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

12 E 49th Street, 20th Floor

New York, NY 10017

 

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

 

  (i)

Vista Equity Partners Fund VI, L.P. (“VEPF VI”);

 

  (ii)

Vista Equity Partners Fund VI-A, L.P. (“VEPF VI-A”);

 

  (iii)

VEPF VI FAF, L.P. (“FAF” and, together with the foregoing, the “Vista Funds”);

 

  (iv)

Vista Equity Partners Fund VI GP, L.P. (“Fund VI GP”);

 

  (v)

VEPF VI GP. Ltd. (“Fund VI UGP”);

 

  (vi)

VEPF Management, L.P (“Management Company”);

 

  (vii)

Vista Equity Partners Management, LLC (“VEPM”);

 

  (viii)

VEP Group, LLC (“VEP Group” and, together with the foregoing, the “Vista Entities”); and

 

  (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, $0.001 par value 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 responses to Item 9 on each cover page.

 

  (b)

Percent of Class:

See responses 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.

The reported securities are held directly by the Vista Funds. Fund VI GP is the sole general partner of each of the Vista Funds. Fund VI GP’s sole general partner is Fund VI UGP. Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. The Management Company is the sole management company of each of the Vista Funds. The Management Company’s sole general partner is VEP Group, and the Management Company’s sole limited partner is 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 of Common Stock held directly by the Vista Funds.

The filing of this statement on Schedule 13G (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 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 or Control Person

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, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2024

 

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: Managing Member
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, by and among the Reporting Persons (incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons on February 7, 2022).