SEC Form 4 · accession 0001633412-17-000003
COMSCORE, INC. · SCOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Andrew Brown
Officer — Chief Technology Officer
Period of report
Feb 18, 2017
Accepted (ET)
Feb 22, 2017 · 11:56 am 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 | 1,403 | $0.00 | A | 46,089 | D | |
| Common StockF1 | Feb 18, 2017 | M | 6,250 | $0.00 | A | 52,339 | D | |
| Common StockF1 | Feb 18, 2017 | M | 2,550 | $0.00 | A | 54,889 | D | |
| Common StockF1 | Feb 18, 2017 | M | 2,550 | $0.00 | A | 57,439 | 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 | 1,403 | D | — | — | Common Stock | 1,403 | 0 | D |
| Restricted Stock UnitsF1,F3 | $0.00 | Feb 18, 2017 | M | 6,250 | D | — | — | Common Stock | 6,250 | 0 | D |
| Restricted Stock UnitsF1,F4 | $0.00 | Feb 18, 2017 | M | 2,550 | D | — | — | Common Stock | 2,550 | 2,550 | D |
| Restricted Stock UnitsF1,F4 | $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. 1,402 shares vested on 2/18/2016, and 1,403 shares vested on 2/18/2017, subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.
- F3Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. Award vests in four equal annual installments, subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.
- F4The 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 February 18, 2015, with 2,475 shares that 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. Brown's continuation as a service provider to the Company.