0000899243-21-030405.txt : 20210728 0000899243-21-030405.hdr.sgml : 20210728 20210728192700 ACCESSION NUMBER: 0000899243-21-030405 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210728 FILED AS OF DATE: 20210728 DATE AS OF CHANGE: 20210728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEP Group, LLC CENTRAL INDEX KEY: 0001216495 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124245 BUSINESS ADDRESS: STREET 1: C/O VISTA EQUITY PARTNERS STREET 2: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: C/O VISTA EQUITY PARTNERS STREET 2: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: VEFIIGP LLC DATE OF NAME CHANGE: 20030129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH ROBERT F CENTRAL INDEX KEY: 0001216497 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124236 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VISTA EQUITY PARTNERS MANAGEMENT, LLC CENTRAL INDEX KEY: 0001569532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124237 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 765-6500 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: VISTA EQUITY PARTNERS III, LLC DATE OF NAME CHANGE: 20130212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vista Equity Partners Fund VI-A, L.P. CENTRAL INDEX KEY: 0001665190 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124244 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF VI FAF, L.P. CENTRAL INDEX KEY: 0001665225 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124242 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vista Equity Partners Fund VI, L.P. CENTRAL INDEX KEY: 0001665262 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124243 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001689919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124238 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Severin Topco, LLC CENTRAL INDEX KEY: 0001750226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124241 BUSINESS ADDRESS: STREET 1: C/O KIRKLAND & ELLIS LLP STREET 2: 555 CALIFORNIA STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-439-1400 MAIL ADDRESS: STREET 1: C/O KIRKLAND & ELLIS LLP STREET 2: 555 CALIFORNIA STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vista Equity Partners Fund VI GP, L.P. CENTRAL INDEX KEY: 0001786024 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124240 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEPF VI GP. Ltd. CENTRAL INDEX KEY: 0001786074 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40684 FILM NUMBER: 211124239 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-765-6500 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POWERSCHOOL HOLDINGS, INC. CENTRAL INDEX KEY: 0001835681 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 854166024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 PARKSHORE DRIVE CITY: FOLSOM STATE: CA ZIP: 95630 BUSINESS PHONE: (916) 767-3628 MAIL ADDRESS: STREET 1: 150 PARKSHORE DRIVE CITY: FOLSOM STATE: CA ZIP: 95630 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-28 0 0001835681 POWERSCHOOL HOLDINGS, INC. PWSC 0001216495 VEP Group, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001665190 Vista Equity Partners Fund VI-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001665262 Vista Equity Partners Fund VI, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001665225 VEPF VI FAF, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001750226 Severin Topco, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001786024 Vista Equity Partners Fund VI GP, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001786074 VEPF VI GP. Ltd. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001689919 VEPF MANAGEMENT, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001569532 VISTA EQUITY PARTNERS MANAGEMENT, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 0001216497 SMITH ROBERT F C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO CA 94111 1 0 1 0 Class A Common Stock 36271801 I See footnotes Class B Common Stock 39928472 I See footnote Common Units Class A Common Stock 39928472 I See footnote Reflects 27,723,904, 8,335,356, 101,430 and 111,111 shares of the Class A common stock, par value $0.0001, of the Issuer (the "Class A Shares") held directly by Visa Equity Partners Fund VI-A, L.P. ("VEPF VI-A"), Vista Equity Partners Fund VI, L.P. ("VEPF VI") and VEPF VI FAF L.P ("VEPF FAF", and together with VEPF VI-A and VEPF VI, the "Vista Funds") and Severin Topco, LLC ("Topco LLC"), respectively. Topco LLC is managed by a board of managers. VEPF VI-A controls the board of managers of Topco LLC. Fund VI GP is the sole general partner of VEPF VI-A. 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. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of the Vista Funds. (Continued from footnote 1) Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the Sole Director of Fund VI UGP, as well as one of its 11 Members. VEPF Management, L.P. (the "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"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds and Topco LLC. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest. Shares of Class B common stock, par value $0.0001, of the Issuer (the "Class B Shares") confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's Class A Shares. Upon exchange of Common Units of Holdings LLC that are held by the reporting persons and reported in Table II hereof, an equal number of the Class B Shares will be delivered to the Issuer and cancelled for no consideration. Reflects Class B Shares held directly by Topco LLC. Pursuant to the Exchange Agreement dated July 27, 2021, by and among the Issuer, Holdings LLC and Topco LLC (the "Exchange Agreement"), the Common Units (together with one Class B Share for every Common Unit) are exchangeable for one Class A Share. Common Units do not expire. Reflects Common Units owned directly by Topco LLC. Exhibit 24 - Power of Attorney /s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VEP Group, LLC 2021-07-28 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P. 2021-07-28 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P. 2021-07-28 /s/ Robert F. Smith, a Director of the General Partner of the General Partner of VEPF VI FAF, L.P. 2021-07-28 /s/ Robert F. Smith, a Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. 2021-07-28 /s/ Robert F. Smith, a Director of VEPF VI GP. Ltd. 2021-07-28 /s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P. 2021-07-28 /s/ Robert F. Smith, Managing Member of the General Partner of Vista Equity Partners Management, LLC 2021-07-28 /s/ Robert F. Smith 2021-07-28 /s/ Hardeep Gulati, as Chief Executive Officer of Severin Topco LLC 2021-07-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 July 28, 2021

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of Hardeep Gulati and Eric Shander, 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
/s/ Hardeep Gulati, as Chief Executive Officer of Severin Topco LLC