Charter Communications, Inc. /Mo/ - Jul 24, 2024 Form 4 Insider Report for COMSCORE, INC. (SCOR)

Role
10%+ Owner
Signature
Charter Communications, Inc. By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith
Stock symbol
SCOR
Transactions as of
Jul 24, 2024
Transactions value $
$0
Form type
4
Date filed
7/26/2024, 04:40 PM
Previous filing
Jul 2, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SCOR Series B Convertible Preferred Stock Award +4.42M +16.06% 31.9M Jul 24, 2024 Common Stock 221K See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Series B Convertible Preferred Stock are convertible, at the holder's election, at the conversion rate (as defined in the Certificate of Designation of Series B Convertible Preferred Stock), which was initially one-to-one, as adjusted (i) to reflect the 1-for-20 reverse stock split on December 20, 2023 and (ii) by accrued but unpaid dividends. Upon conversion, the holder will receive cash in lieu of fractional shares (if any). Shares of Series B Convertible Preferred Stock have no expiration date.
F2 Represents the amount of Common Stock issuable upon conversion of the Series B Preferred Stock acquired on the transaction date, prior to the accrual of dividends. The Conversion Rate will continue to adjust to the extent there are additional accrued but unpaid dividends. The holders of Series B Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum.
F3 The reported securities were received in respect of, and exchange for, accrued but unpaid dividends on Series B Convertible Preferred Stock with respect to annual dividend periods ending in 2023 and 2024. The acquired shares of Series B Convertible Preferred Stock, which were convertible into 220,954 shares of Common Stock on the transaction date (as such amount is increased in respect of accrued dividends), were received in exchange for an aggregate of $10,923,569 in accrued but unpaid dividends, representing an effective conversion price of $49.438 per share of Common Stock for the canceled dividend obligation.
F4 Charter Communications Holding Company, LLC ("HoldCo") is the record holder of the reported shares. 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.