Sec Form 4 Filing - CHARTER COMMUNICATIONS, INC. /MO/ @ COMSCORE, INC. - 2024-04-03

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CHARTER COMMUNICATIONS, INC. /MO/
2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
400 WASHINGTON BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2024
(Street)
STAMFORD, CT06902
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 04/03/2024 A 2,685 ( 2 ) ( 3 ) ( 3 ) Common Stock 2,685 $ 0 11,100 ( 4 ) I See Footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Rel ationships
Director 10% Owner Officer Other
CHARTER COMMUNICATIONS, INC. /MO/
400 WASHINGTON BLVD.
STAMFORD, CT06902
X
Charter Communications Holding Company, LLC
12405 POWERSCOURT DRIVE
ST. LOUIS, MO63131
X
SPECTRUM MANAGEMENT HOLDING COMPANY, LLC
12405 POWERSCOURT DRIVE
ST. LOUIS, MO63131
X
CHARTER COMMUNICATIONS HOLDINGS LLC
12405 POWERSCOURT DRIVE
ST. LOUIS, MO63131
X
CCH II LLC
12405 POWERSCOURT DRIVE
ST. LOUIS, MO63131
X
Signatures
Charter Communications, Inc. By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 04/05/2024
Signature of Reporting Person Date
Charter Communications Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 04/05/2024
Signature of Reporting Person Date
Spectrum Management Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 04/05/2024
Signature of Reporting Person Date
Charter Communications Holdings, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 04/05/2024
Signature of Reporting Person Date
CCH II, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 04/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 2 )The number of shares subject to this restricted stock unit award was determined by dividing $42,500 by $15.83, which was the price per share used for the Company's most recent employee equity awards.
( 3 )This restricted stock unit award (the "Stock Award") was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents prorated compensation for the 2023-2024 director term for Jeffrey Barratt Murphy, will vest in full on the earliest of (i) the date of the Company's 2024 annual meeting of stockholders, (ii) June 30, 2024, and (iii) the date of a change in control of the Company, subject in each case to Mr. Murphy's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be deferred and delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.
( 4 )Restricted Stock Units (8,415) which were issued to Pierre-Andre Liduena were cancelled in connection with his resignation from the Board of Directors of comScore, Inc. on April 1, 2024. The number of Restricted Stock Units beneficially owned has been updated to reflect the 1-for-20 reverse stock split effected 12/20/2023 as disclosed in the Company's Form 8-K dated 12/27/2023.
( 5 )David Kline, Pierre-Andre Liduena and Jeffrey Barratt Murphy each assigned all their rights and interests in Company equity awards, including the Stock Award, to Charter Communications Holding Company, LLC ("HoldCo"). Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter Communications, Inc. is the controlling parent company of CCH II.

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