Gregory T. Dale - Aug 23, 2022 Form 3 Insider Report for COMSCORE, INC. (SCOR)

Role
Chief Operating Officer
Signature
/s/ Ashley Wright, Attorney-in-Fact
Stock symbol
SCOR
Transactions as of
Aug 23, 2022
Transactions value $
$0
Form type
3
Date filed
8/25/2022, 08:53 PM
Next filing
Aug 26, 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
holding SCOR Stock Option (right to buy) Aug 23, 2022 Common Stock 3.31K $0.57 Direct F1, F2, F3
holding SCOR Stock Option (right to buy) Aug 23, 2022 Common Stock 73K $1.45 Direct F1, F2, F3
holding SCOR Stock Option (right to buy) Aug 23, 2022 Common Stock 66.1K $0.97 Direct F1, F2, F4
* 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, options to purchase 10,000 shares, 221,000 shares and 200,000 shares of Shareablee common stock held by the reporting person were converted into options to purchase 3,305 shares, 73,027 shares and 66,088 shares of Company common stock, respectively. The issuance was approved by the Company's board of directors pursuant to Exchange Act Rule 16b-3.
F2 The Merger Agreement also provides that the reporting person may receive up to $171,144 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 This 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.
F4 This option award vests and becomes exercisable 25% on May 26, 2022, and the remaining 75% in 36 successive equal monthly installments, in each case subject to the reporting person's continued service with the Company through each vesting date.

Remarks:

Exhibit 24 - POA Dale