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    Chief Executive Officer Utzschneider Lisa sold $510,912 worth of shares (68,671 units at $7.44) and converted options into 15,767 shares, decreasing direct ownership by 13% to 349,818 units (SEC Form 4)

    4/7/25 4:30:08 PM ET
    $IAS
    Computer Software: Programming Data Processing
    Technology
    Get the next $IAS alert in real time by email
    SEC FORM 4 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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Utzschneider Lisa

    (Last) (First) (Middle)
    C/O INTEGRAL AD SCIENCE HOLDING CORP.
    12 E 49TH STREET, 20TH FLOOR

    (Street)
    NEW YORK NY 10017

    (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)
    X Director 10% Owner
    X Officer (give title below) Other (specify below)
    Chief Executive Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    04/03/2025
    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 04/03/2025 S(1) 68,671 D $7.44(2) 334,051 D
    Common Stock, $0.001 par value 04/03/2025 M 15,767(3) A $0 349,818 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
    Market Stock Units (4) 04/03/2025 M 15,767 (5) (5) Common Stock, $0.001 par value 15,767 $0 473,020 D
    Explanation of Responses:
    1. Mandatory sale to cover tax liability associated with the settlement of market stock units.
    2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.22 to $7.77 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. Represents shares of common stock earned upon the vesting of market stock units granted on April 3, 2023.
    4. The number of market stock units reported represents the maximum possible number of shares that are eligible for vesting, which is 225% of the number of shares that would be earned at target. The minimum payout factor that must be achieved to earn any payout is 60%. The actual number of shares that will vest on each vesting date will be determined by comparing the price of common stock on the applicable vesting date to the price of common stock on April 3, 2023 (i.e number of vested shares is equal to (i) the number of shares at target payout multiplied by (ii)(a) the average price of common stock for the 10 trading days immediately proceeding the applicable vesting date divided by (b) the closing stock price on April 3, 2023).
    5. The market stock units vest 25% on April 3, 2024 and in equal installments every three months thereafter over a three year period, subject to the terms and conditions of the applicable award agreement.
    Remarks:
    /s/ Yossi Almani, by Power of Attorney 04/07/2025
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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