Sec Form 4 Filing - Rosenthal Brent David @ COMSCORE, INC. - 2019-07-01

Insider filing report for Changes in Beneficial Ownership
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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
Rosenthal Brent David
2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE STE 600
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2019
(Street)
RESTON, VA20190
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 $ 0 ( 1 ) 07/01/2019 A 24,155 ( 2 ) ( 2 ) Common Stock 24,155 ( 3 ) $ 0 24,155 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosenthal Brent David
C/O COMSCORE, INC.
11950 DEMOCRACY DRIVE STE 600
RESTON, VA20190
X
Signatures
/s/ Carol DiBattiste, Attorney-in-Fact 07/03/2019
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 )This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2019-2020 director term, will vest in full on the earliest of (i) the date of the Company's 2020 annual meeting of stockholders, (ii) June 30, 2020, and (iii) the date of a change in control of the Company, subject in each case to the reporter's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be 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.
( 3 )The number of shares subject to this restricted stock unit award was determined by dividing $250,000 by the closing market price of the Company's common stock on the original date of approval, May 22, 2019, which was $10.35. This represents a 48% reduction in the number of shares otherwise due to the reporter under the Company's previously disclosed director compensation program, which would have divided $250,000 by the closing market price of the common stock on the date of grant, which was $5.38. The Board of Directors elected on July 1, 2019 to use the higher price in order to further align directors' interests with those of the Company's stockholders.

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