12/23/2025 | Press release | Distributed by Public on 12/23/2025 19:15
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wegner Alpana C/O INTEGRAL AD SCIENCE HOLDING CORP. 12 E. 49TH STREET, 20TH FLOOR NEW YORK, NY 10017 |
Chief Financial Officer | |||
| /s/ Yossi Almani, by Power of Attorney | 12/23/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Merger, dated as of September 24, 2025 (the "Merger Agreement"), by and among the Issuer, Igloo Group Parent, Inc. ("Parent") and Igloo Group Acquisition Company, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting person immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $10.30 per share in cash, without interest thereon (the "Per Share Price"). |
| (2) | The shares of Common Stock reported as disposed by the reporting person include (i) 131,319 unvested restricted stock units ("Company RSUs") which became vested at the Effective Time and were cancelled and converted into the right to receive the Per Share Price and (ii) 393,960 Company RSUs which, pursuant to the Merger Agreement, were, at or immediately prior to the Effective Time, cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (A) the Per Share Price and (B) the total number of shares of Common Stock subject to such Company RSUs as of immediately prior to the Effective Time (the "Converted Cash Awards"). The Converted Cash Awards will, subject to the reporting person's continued service through the applicable vesting dates, |
| (3) | (Continued from footnote 2) vest and be payable at the time when the Company RSUs for which the Converted Cash Awards were exchanged would have vested pursuant to the terms thereof. |