SEC Form 4 · accession 0001562691-15-000008

COMSCORE, INC. · SCOR

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

Reporting owner

Cameron Meierhoefer

Officer — Chief Operating Officer

Period of report

Feb 18, 2015

Accepted (ET)

Feb 20, 2015 · 4:41 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 18, 2015	M	2,475	$0.00	A	46,332	D
Common Stock^F1	Feb 18, 2015	M	2,475	$0.00	A	48,807	D
Common Stock^F2	Feb 18, 2015	M	8,333	$0.00	A	57,140	D
Common Stock^F3	Feb 18, 2015	M	6,277	$0.00	A	63,417	D
Common Stock^F4	Feb 18, 2015	F	9,223	$51.81	D	54,194	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^F1	$0.00	Feb 18, 2015	M	2,475	D	—	Feb 18, 2017	Common Stock	2,475	12,525	D
Restricted Stock Units^F1	$0.00	Feb 18, 2015	M	2,475	D	—	Feb 18, 2017	Common Stock	2,475	10,050	D
Restricted Stock Unit^F2	$0.00	Feb 18, 2015	M	8,333	D	—	Feb 18, 2016	Common Stock	8,333	8,334	D
Restricted Stock Units^F3	$0.00	Feb 18, 2015	M	6,277	D	—	Feb 18, 2016	Common Stock	6,277	6,278	D

Explanation of responses

F1The Compensation Committee of the Company's Board of Directors approved a one-time promotion award of 15,000 shares. 50% of this promotion award (or 7,500 shares) will be earned based onCompany-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 2,475 shares subject to immediately vest at the time of award, 2,475 shares to vest on February 18, 2016, and 2,550 shares to vest on February 18, 2017. The remaining 50% of this promotion award (or 7,500 shares) will vest in three equal installments on February 18, 2015, 2016, and 2017. In each case, the vesting will be subject to Mr. Meierhoefer's continuation as a service provider to the Company.
F2Granted 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.
F3Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 6277 shares will vest on February 18, 2015, and 6278 shares will vest on February 18, 2016, provided that the recipient continues to provide services through each such date.
F4These shares were deducted in order to cover tax withholding obligations associated with the restricted stock vestings on February 18, 2015.