SEC Form 4 · accession 0001562691-17-000002
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, 2017
Accepted (ET)
Feb 22, 2017 · 12:00 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, 2017 | M | 9,268 | $0.00 | A | 72,582 | D | |
| Common StockF1 | Feb 18, 2017 | M | 2,550 | $0.00 | A | 75,132 | D | |
| Common StockF1 | Feb 18, 2017 | M | 2,550 | $0.00 | A | 77,682 | 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,F2 | $0.00 | Feb 18, 2017 | M | 9,268 | D | — | — | Common Stock | 9,268 | 0 | D |
| Restricted Stock UnitsF1,F3 | $0.00 | Feb 18, 2017 | M | 2,550 | D | — | — | Common Stock | 2,550 | 2,550 | D |
| Restricted Stock UnitsF1,F3 | $0.00 | Feb 18, 2017 | M | 2,550 | D | — | — | Common Stock | 2,550 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F2Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 9,268 shares vested on 2/18/2016 and 9,268 shares vested on 2/18/2017, subject to the reporter's continuted status as a service provider of the Issuer at the time of each vesting 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 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 was determined on or around 2/18/2015, with 2,475 shares vested immediately at the time of award, 2,475 shares vested on 2/18/2016, and 2,550 shares vested on 2/18/2017. From the remaining 50% of this promotion award (or 7,500 shares), 2,475 shares vested on 2/18/2015, 2,475 shares vested on 2/18/2016, and 2,550 shares vested on 2/18/2017. In each case, the vesting will be subject to Mr. Meierhoefer's continuation as a service provider to the Company.