Tom Sharma - Apr 3, 2023 Form 4 Insider Report for INTEGRAL AD SCIENCE HOLDING CORP. (IAS)

Role: Chief Product Officer
Signature: /s/ Anil Sukumaran by Power of Attorney
Stock symbol: IAS
Transactions as of: Apr 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/18/2023, 04:32 PM
Previous filing: Apr 4, 2023
Next filing: Apr 28, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	IAS	Market Stock Units	Award	$0	+315K		$0.00	315K	Apr 3, 2023	Common Stock, $0.001 par value	315K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 preceding the applicable vesting date divided by (b) the closing stock price on April 3, 2023).
F2	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 continued employment.

Content

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 preceding the applicable vesting date divided by (b) the closing stock price on April 3, 2023).

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 continued employment.