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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                               POWER OF ATTORNEY

                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 29, 2021

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of Lisa Utzschneider, Micah Nessan, Joseph Pergola, and Anil Sukumaran,
signing singly, the undersigned's true and lawful attorney-in-fact to: (i)
execute for and on behalf of the undersigned, in the undersigned's capacity as
an officer and/or director and/or owner of greater than 10% of the outstanding
common stock of Integral Ad Science Holding Corp., a Delaware corporation (the
"Company"), Forms 3, 4 and 5 (including any amendments, supplements or exhibits
thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; (ii) do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 or 5 (including any amendments, supplements or exhibits
thereto) and timely file such form with the United States Securities and
Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID or any other documents
necessary or appropriate to enable the undersigned to file the Form 3, 4 and 5
electronically with the SEC; (iii) seek or obtain, as the undersigned's
representative and on the undersigned's behalf, information on transactions in
the Company's securities from any third party, including brokers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to each of the undersigned's
attorneys-in-fact appointed by this Power of Attorney and ratifies any such
release of information; and (iv) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-
in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.

Signed and acknowledged:


/s/ Robert F. Smith, Managing Member of the VEP Group, LLC

/s/ Robert F. Smith, a Director of the General Partner of the General Partner of
Vista Equity Partners Fund VI, L.P.

/s/ Robert F. Smith, a Director of the General Partner of the General Partner of
Vista Equity Partners Fund VI-A, L.P.

/s/ Robert F. Smith, a Director of the General Partner of the General Partner of
of VEPF VI FAF, L.P.

/s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners
Fund VI GP, L.P.

/s/ Robert F. Smith, a Director of VEPF VI GP. Ltd.

/s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management,
L.P.

/s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity
Partners Management, LLC

/s/ Robert F. Smith