SEC Form 4 · accession 0001543898-15-000004

COMSCORE, INC. · SCOR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Serge Matta

Officer — President & CEO · Director

Period of report

Feb 18, 2015

Accepted (ET)

Feb 20, 2015 · 4:54 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001158172

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Feb 19, 2015	S	17,325	$51.3975	D	71,957	D
Common Stock^F1	Feb 20, 2015	S	17,260	$50.9466	D	54,697	D
Common Stock^F2	Feb 18, 2015	A	7,500	$0.00	A	62,197	D
Common Stock^F3	Feb 18, 2015	M	7,335	$0.00	A	69,532	D
Common Stock^F3	Feb 18, 2015	M	7,335	$0.00	A	76,867	D
Common Stock^F4	Feb 18, 2015	M	16,667	$0.00	A	93,534	D
Common Stock^F5	Feb 18, 2015	M	12,555	$0.00	A	106,089	D
Common Stock^F6	Feb 18, 2015	F	24,513	$51.81	D	81,576	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3	$0.00	Feb 18, 2015	M	7,335	D	—	Feb 18, 2017	Common Stock	7,335	37,124	D
Restricted Stock Units^F3	$0.00	Feb 18, 2015	M	7,335	D	—	Feb 18, 2017	Common Stock	7,335	29,789	D
Restricted Stock Units^F4	$0.00	Feb 18, 2015	M	16,667	D	—	Feb 18, 2016	Common Stock	16,667	16,667	D
Restricted Stock Unit^F5	$0.00	Feb 18, 2015	M	12,555	D	—	Feb 18, 2016	Common Stock	12,555	12,555	D

Explanation of responses

F1Shares disposed of pursuant to a 10b5-1 plan entered into in June, 2014.
F2Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. One fourth (1/4) to vest each year beginning on February 18, 2011 and annually thereafter on future anniversaries of the Vesting Commencement Date, provided that the recipient continues to provide services to the Company through each such date.
F3The Compensation Committee of the Company's Board of Directors approved a one-time promotion award of 44,459 shares. 50% of this promotion award (or 22,230 shares) will be earned based on Company-performance targets established for 2014. The Company-performance targets are 50% based on revenue and 50% based on adjusted EBITDA performance. The performance-based portion of this award will be determined on or around February 18, 2015, with one-third of the number of shares subject to the LTI awards to be immediately vested at the time of award, and one-third of the number of shares subject to the one-time award shall vest annually on each of February 18, 2016 and 2017. The remaining 50% of this promotion award (or 22,229 shares) will vest in three equal installments on February 18, 2015, 2016, and 2017. In each case, the vesting will be subject to Mr. Matta continuation as a service provider to the Company.
F4Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. One third (1/3) to vest each year beginning on February 18, 2014 and annually thereafter on future anniversaries of the Vesting Commencement Date, provided that the recipient continues to provide services to the Company through each such date.
F5Granted pursuant to the comScore, Inc. 2007 Equity Incentive Plan. 12,555 shares to vest on February 18, 2015, and 12,555 shares to vest on February 18, 2016, provided that the recipient continues to provide services to the Company through each such date.
F6These shares were deducted in order to cover tax withholding obligations associated with the restricted stock vestings on February 18, 2015.