Statement of Changes in Beneficial Ownership (4)
May 24 2019 - 5:08PM
Edgar (US Regulatory)
FORM 4
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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
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Wilson Christopher T
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2. Issuer Name
and
Ticker or Trading Symbol
COMSCORE, INC.
[
SCOR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Commercial Officer
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(Last)
(First)
(Middle)
C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE STE. 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2019
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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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option Right to Buy
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$10.35
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5/22/2019
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A
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150000
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(1)
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5/22/2029
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Common Stock
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150000.0
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$0
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150000
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D
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Restricted Stock Units
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$0.0
(2)
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5/22/2019
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A
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225000
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(3)
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(3)
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Common Stock
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225000.0
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$0
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225000
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D
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Restricted Stock Units
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$0.0
(2)
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5/22/2019
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A
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41254
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(4)
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(4)
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Common Stock
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41254.0
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$0
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41254
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D
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Explanation of Responses:
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(1)
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This stock option was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the "Plan") and vests and becomes exercisable in four equal annual increments beginning on 5/22/2020, subject to the reporter's continuous service with the Company through each vesting date.
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(2)
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Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
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(3)
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This performance-based restricted stock unit award was granted pursuant to the terms of the Plan. This award will be eligible to vest on annual measurement dates through the tenth anniversary of the date of grant, subject to the achievement of certain stock price goals set forth in the Performance Restricted Stock Units Award Agreement on or prior to each vesting date. The reporter may earn up to 100% of the number of performance-based restricted stock units granted, depending on the level of achievement.
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(4)
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This restricted stock unit award was granted pursuant to the terms of the Plan. This award will vest in three equal installments on 5/30/2019, 3/1/2020 and 3/1/2021, subject to the reporter's continuous service with the Company through each vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wilson Christopher T
C/O COMSCORE, INC.
11950 DEMOCRACY DRIVE STE. 600
RESTON, VA 20190
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Chief Commercial Officer
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Signatures
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/s/ Carol DiBattiste, Attorney-in-Fact
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5/24/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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