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    SEC Form SC 13G/A filed by Integral Ad Science Holding Corp. (Amendment)

    2/13/24 4:39:56 PM ET
    $IAS
    Computer Software: Programming Data Processing
    Technology
    Get the next $IAS alert in real time by email
    SC 13G/A 1 d766706dsc13ga.htm SC 13G/A SC 13G/A

     

     

    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 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)

     

     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).
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      Computer Software: Programming Data Processing
      Technology
    • IAS LAUNCHES FIRST-TO-MARKET PARTNERSHIP WITH LYFT MEDIA TO PROVIDE AI-DRIVEN THIRD-PARTY MEASUREMENT FOR ADVERTISERS

      Partnership delivers trusted, third-party Viewability, Invalid Traffic and Brand Safety Measurement for Lyft Media's In-App Inventory NEW YORK, June 11, 2025 /PRNewswire/ -- Integral Ad Science (NASDAQ:IAS), a leading global media measurement and optimization platform, today announced a first-to-market partnership with Lyft (NASDAQ:LYFT) enabling advertisers to validate the quality of their Lyft Media buys with IAS's Viewability, Invalid Traffic (IVT) and Brand Safety Measurement, available now. As the first media quality measurement partner for Lyft Media, IAS is trusted to ride along every impression. IAS sits at the intersection of AI, media, and marketing and was chosen by Lyft Media fo

      6/11/25 8:00:00 AM ET
      $IAS
      $LYFT
      Computer Software: Programming Data Processing
      Technology
      Business Services
      Consumer Discretionary