Itzhak Fisher - 16 Dec 2021 Form 4 Insider Report for COMSCORE, INC. (SCOR)

Role
Director
Signature
/s/ Ashley Wright, Attorney-in-Fact
Issuer symbol
SCOR
Transactions as of
16 Dec 2021
Net transactions value
$0
Form type
4
Filing time
20 Dec 2021, 18:34:09 UTC
Previous filing
12 Aug 2021
Next filing
18 May 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SCOR Common Stock Award +89,888 89,888 16 Dec 2021 By Pereg Holdings, LLC F1
holding SCOR Common Stock 126,969 16 Dec 2021 Direct

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 Stock Option (right to buy) Award +22,473 22,473 16 Dec 2021 Common Stock 22,473 $0.8200 Direct F2, F3
transaction SCOR Stock Option (right to buy) Award +67,416 67,416 16 Dec 2021 Common Stock 67,416 $0.8200 Direct F2, F3
transaction SCOR Stock Option (right to buy) Award +34,696 34,696 16 Dec 2021 Common Stock 34,696 $0.8800 Direct F2, F3
transaction SCOR Stock Option (right to buy) Award +33,044 33,044 16 Dec 2021 Common Stock 33,044 $0.9700 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 16, 2021, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Shareablee, Inc. ("Shareablee") and the other parties thereto, the Company acquired Shareablee (the "Transaction"). In connection with the Transaction, 272,027 shares of Shareablee preferred stock held by Pereg Holdings, LLC ("Pereg") were converted into the right to receive 89,888 shares of Company common stock. The Merger Agreement also provides that Pereg may receive up to $108,018 of deferred consideration, subject to the conditions and timing in the Merger Agreement, payable at the Company's option in any combination of cash and Company common stock, with any issuance of common stock to be based on the volume-weighted average trading price of the common stock for the 10 trading days prior to the date of release. The issuance was approved by the Company's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act").
F2 In connection with the Transaction, options to purchase 68,007 shares of Shareablee common stock, 204,020 shares of Shareablee common stock, 105,000 shares of Shareablee common stock and 100,000 shares of Shareablee common stock held by the reporting person were converted into options to purchase 22,473 shares of Company common stock, 67,416 shares of Company common stock, 34,696 shares of Company common stock and 33,044 shares of Company common stock, respectively. The Merger Agreement also provides that the reporting person may receive up to $189,421 of deferred consideration, subject to the conditions and timing in the Merger Agreement, payable at the Company's option in any combination of cash and Company common stock, with any issuance of common stock to be based on the volume-weighted average trading price of the common stock for the 10 trading days prior to the date of release. The issuance was approved by the Company's board of directors pursuant to Exchange Act Rule 16b-3.
F3 Each option award vests and becomes exercisable 35% on June 15, 2022, an additional 50% on December 15, 2022, and the remaining 15% on June 15, 2023.