Statement of Changes in Beneficial Ownership (4)
July 08 2022 - 05:19PM
Edgar (US Regulatory)
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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 *
CHARTER COMMUNICATIONS, INC. /MO/ |
2. Issuer Name and Ticker or Trading
Symbol COMSCORE, INC. [ SCOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
400 WASHINGTON BLVD. |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/6/2022
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(Street)
STAMFORD, CT 06902
(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) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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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)
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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 |
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A |
|
200000 |
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(2) |
(2) |
Common Stock |
200000.0 |
$0 |
200000 |
I |
See Footnote (3) |
| 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 ("Stock 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) |
David Kline and Pierre-Andre
Liduena each assigned all their rights and interests in the Stock
Award to Charter Communications Holding Company, LLC ("HoldCo").
Spectrum Management Holding Company, LLC ("Spectrum Management") is
the controlling parent company of HoldCo. Charter Communications
Holdings, LLC ("Holdings") is the controlling parent company of
Spectrum Management. CCH II, LLC ("CCH II") is the controlling
parent company of Holdings. Charter Communications, Inc. is the
controlling parent company of CCH II. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
CHARTER COMMUNICATIONS, INC. /MO/
400 WASHINGTON BLVD.
STAMFORD, CT 06902 |
|
X |
|
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Charter Communications Holding Company, LLC
12405 POWERSCOURT DRIVE
ST. LOUIS, MO 63131 |
|
X |
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SPECTRUM MANAGEMENT HOLDING COMPANY, LLC
12405 POWERSCOURT DRIVE
ST. LOUIS, MO 63131 |
|
X |
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CHARTER COMMUNICATIONS HOLDINGS LLC
12405 POWERSCOURT DRIVE
ST. LOUIS 63131 |
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X |
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CCH II LLC
12405 POWERSCOURT DRIVE
ST. LOUIS, MO 63131 |
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X |
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Signatures
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Charter Communications, Inc. By: Jennifer A.
Smith, Vice President /s/Jennifer A. Smith |
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7/8/2022 |
| **Signature of
Reporting Person |
Date |
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Charter Communications Holding Company, LLC By:
Jennifer A. Smith, Vice President /s/Jennifer A.
Smith |
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7/8/2022 |
| **Signature of
Reporting Person |
Date |
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Spectrum Management Holding Company, LLC By:
Jennifer A. Smith, Vice President /s/Jennifer A.
Smith |
|
7/8/2022 |
| **Signature of
Reporting Person |
Date |
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Charter Communications Holdings, LLC By: Jennifer
A. Smith, Vice President /s/Jennifer A. Smith |
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7/8/2022 |
| **Signature of
Reporting Person |
Date |
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CCH II, LLC By: Jennifer A. Smith, Vice President
/s/Jennifer A. Smith |
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7/8/2022 |
| **Signature of
Reporting Person |
Date |
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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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