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SC 13G

 

 

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 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

 

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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 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.

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

 

EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.001 per share, of Integral Ad Science Holding Corp. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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