Statement of Changes in Beneficial Ownership (4)
July 08 2022 - 04:49PM
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 *
Wendling Brian J |
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)
7/6/2022
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(Street)
RESTON, VA 20190
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
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) |
7/6/2022 |
|
A |
|
100000 |
|
(2) |
(2) |
Common Stock |
100000.0 (3) |
$0 |
100000 |
D |
|
Explanation of
Responses: |
(1) |
Each restricted stock unit
represents a contingent right to receive one share of the Company's
common stock. |
(2) |
This restricted stock unit
award was granted pursuant to the terms of the comScore, Inc. 2018
Equity and Incentive Compensation Plan. This award, which
represents compensation for the 2022-2023 director term, will vest
in full on the earliest of (i) the date of the Company's 2023
annual meeting of stockholders, (ii) June 30, 2023, and (iii) the
date of a change in control of the Company, subject in each case to
the reporter's continued status as a member of the Company's Board
of Directors on the vesting date. Vested units will be deferred and
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. |
(3) |
The number of shares subject
to this restricted stock unit award was determined by dividing
$250,000 by $2.50. This represents a reduction in the number of
shares otherwise due to the reporter under the Company's previously
disclosed director compensation program, which would have divided
$250,000 by the closing market price of the common stock on the
date of grant, which was $2.04. The Board of Directors elected to
use the higher price in order to further align directors' interests
with those of the Company's common stockholders. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Wendling Brian J
C/O COMSCORE, INC.
11950 DEMOCRACY DRIVE STE. 600
RESTON, VA 20190 |
X |
|
|
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Signatures
|
/s/ Ashley Wright,
Attorney-in-Fact |
|
7/8/2022 |
**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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