Statement of Changes in Beneficial Ownership (4)
June 17 2022 - 04:28PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person *
Rosenthal Brent David |
2. Issuer Name and Ticker or Trading
Symbol COMSCORE, INC. [ SCOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE, STE.
600 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/15/2022
|
(Street)
RESTON, VA 20190
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
6/15/2022 |
|
M |
|
79328 |
A |
$0 (1) |
829699 (2) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Restricted Stock Units |
$0.0 (1) |
6/15/2022 |
|
M |
|
|
79328 |
(3) |
(3) |
Common Stock |
79328.0 |
$0 |
0 |
D |
|
Explanation of
Responses: |
(1) |
Each restricted stock unit
represents a contingent right to receive one share of the Company's
common stock. |
(2) |
Includes 570,412 restricted
stock units that vested upon grant on March 10, 2021 and will be
delivered in shares of common stock upon a separation from service
or a change in control of the Company, as set forth in the
applicable award notice. These restricted stock units were
previously reported in Table II upon grant but may be settled
solely by delivery of an equal number of shares of issuer common
stock. |
(3) |
These restricted stock units
were granted on 7/1/2021 (20,040 units) and 3/15/2022 (59,288
units), pursuant to the terms of the comScore, Inc. 2018 Equity and
Incentive Compensation Plan. These units, which represent
compensation for the 2021-2022 director term, vested in full on
6/15/2022, the date of the Company's 2022 annual meeting of
stockholders. Vested units will be delivered in shares of common
stock upon a separation from service or a change in control of the
Company, as set forth in the applicable award notices. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Rosenthal Brent David
C/O COMSCORE, INC.
11950 DEMOCRACY DRIVE, STE. 600
RESTON, VA 20190 |
X |
|
|
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Signatures
|
/s/ Ashley Wright,
Attorney-in-Fact |
|
6/17/2022 |
**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 control number. |
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