Sec Form 4 Filing - LIVEK WILLIAM PAUL @ COMSCORE, INC. - 2021-12-31

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
LIVEK WILLIAM PAUL
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
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE, STE. 600
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(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
Common Stock 12/31/2021 M 404,547( 1 ) A $ 0( 2 ) 1,542,413 D
Common Stock 12/31/2021 F 143,034( 3 ) D $ 3.34 1,399,379 D
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( 2 ) 12/31/2021 M 404,547 ( 4 ) ( 4 ) Common Stock 404,547 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIVEK WILLIAM PAUL
C/O COMSCORE, INC.
11950 DEMOCRACY DRIVE, STE. 600
RESTON, VA20190
X See Remarks
Signatures
/s/ Ashley Wright, Attorney-in-Fact 01/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporter will be required to hold the net shares of common stock over a three-year period, with one-third of such net shares being released from the hold on each of March 10, 2022, March 10, 2023, and March 10, 2024.
( 2 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 3 )These shares were withheld to fulfill tax withholding obligations associated with the vesting of restricted stock units on December 31, 2021. This was not an open market sale.
( 4 )This restricted stock unit award was granted on March 10, 2021 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which is in satisfaction of a refinance bonus commitment under a prior letter agreement with the Company, vested in full on December 31, 2021, subject to the reporter's continued employment with the Company through that date.

Remarks:
Chief Executive Officer and Executive Vice Chairman

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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