SEC Form 4 · accession 0001562691-16-000078
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, 2016
Accepted (ET)
Feb 22, 2016 · 7:00 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 18, 2016 | M | 8,334 | $0.00 | A | 53,516 | D | |
| Common StockF2 | Feb 18, 2016 | M | 6,278 | $0.00 | A | 59,794 | D | |
| Common StockF3 | Feb 18, 2016 | M | 2,475 | $0.00 | A | 62,269 | D | |
| Common StockF3 | Feb 18, 2016 | M | 2,475 | $0.00 | A | 64,744 | D | |
| Common StockF4 | Feb 18, 2016 | M | 9,268 | $0.00 | A | 74,012 | D | |
| Common StockF5 | Feb 18, 2016 | F | 13,036 | $38.57 | D | 60,976 | 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 UnitF1 | $0.00 | Feb 18, 2016 | M | 8,334 | D | — | Feb 18, 2016 | Common Stock | 8,334 | 0 | D |
| Restricted Stock UnitsF2 | $0.00 | Feb 18, 2016 | M | 6,278 | D | — | Feb 18, 2016 | Common Stock | 6,278 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 18, 2016 | M | 2,475 | D | — | Feb 18, 2017 | Common Stock | 2,475 | 7,575 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 18, 2016 | M | 2,475 | D | — | Feb 18, 2017 | Common Stock | 2,475 | 5,100 | D |
| Restricted Stock UnitF4 | $0.00 | Feb 18, 2016 | M | 9,268 | D | — | Feb 18, 2017 | Common Stock | 9,268 | 9,268 | D |
Explanation of responses
- F1One 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.
- F2Granted 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.
- F3The 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.
- F4Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 9,268 shares will vest on February 18, 2016, and 9,268 shares will vest on February 18, 2017, provided that the recipient continues to provide services through each such date.
- F5These shares were deducted in order to cover tax withholding obligations associated with the restricted stock award vesting on February 18, 2016.