Brian J. Wendling - Jul 6, 2022 Form 4 Insider Report for COMSCORE, INC. (SCOR)

Role
Director
Signature
/s/ Ashley Wright, Attorney-in-Fact
Stock symbol
SCOR
Transactions as of
Jul 6, 2022
Transactions value $
$0
Form type
4
Date filed
7/8/2022, 04:48 PM
Previous filing
Jun 17, 2022
Next filing
Aug 31, 2022

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 Restricted Stock Units Award $0 +100K $0.00 100K Jul 6, 2022 Common Stock 100K $0.00 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
F2 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.
F3 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.