Kathleen Love - Jul 5, 2023 Form 4 Insider Report for COMSCORE, INC. (SCOR)

Role
Director
Signature
/s/ Ashley Wright, Attorney-in-Fact
Stock symbol
SCOR
Transactions as of
Jul 5, 2023
Transactions value $
$0
Form type
4
Date filed
7/7/2023, 04:23 PM
Previous filing
Jun 16, 2023
Next filing
Jun 14, 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 Restricted Stock Units Award $0 +168K $0.00 168K Jul 5, 2023 Common Stock 168K $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 2023-2024 director term, will vest in full on the earliest of (i) the date of the Company's 2024 annual meeting of stockholders, (ii) June 30, 2024, 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 As previously disclosed, the Board of Directors reduced the target value of annual equity awards for directors by more than 30% (from $250,000 to $170,000) in early 2023. The number of shares subject to this restricted stock unit award was determined by dividing $170,000 by $1.01, which was the price per share used for the Company's most recent employee equity awards. This represents an additional reduction in the number of shares otherwise due to the reporter under the revised director compensation program, which would have divided $170,000 by the closing market price of the common stock on the date of grant, which was $0.78. 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.