0001158172-23-000071.txt : 20230707 0001158172-23-000071.hdr.sgml : 20230707 20230707162810 ACCESSION NUMBER: 0001158172-23-000071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230705 FILED AS OF DATE: 20230707 DATE AS OF CHANGE: 20230707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosenthal Brent David CENTRAL INDEX KEY: 0001443849 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33520 FILM NUMBER: 231077076 MAIL ADDRESS: STREET 1: C/O WR HUFF ASSET MANAGEMENT STREET 2: 67 PARK PLACE CITY: MORRISTOWN STATE: NJ ZIP: 07960 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMSCORE, INC. CENTRAL INDEX KEY: 0001158172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 541955550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11950 DEMOCRACY DRIVE STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-438-2000 MAIL ADDRESS: STREET 1: 11950 DEMOCRACY DRIVE STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: COMSCORE NETWORKS INC DATE OF NAME CHANGE: 20010827 4 1 wk-form4_1688761682.xml FORM 4 X0407 4 2023-07-05 0 0001158172 COMSCORE, INC. SCOR 0001443849 Rosenthal Brent David C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE, STE. 600 RESTON VA 20190 1 0 0 0 0 Restricted Stock Units 0 2023-07-05 4 A 0 168316 0 A Common Stock 168316 168316 D Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. 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 2023-2024 director term, 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 the reporter'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. As previously disclosed, the Board of Directors reduced the target value of annual equity awards for directors by more than 30% (from $250,000 to $170,000) in early 2023. The number of shares subject to this restricted stock unit award was determined by dividing $170,000 by $1.01, which was the price per share used for the Company's most recent employee equity awards. This represents an additional reduction in the number of shares otherwise due to the reporter under the revised director compensation program, which would have divided $170,000 by the closing market price of the common stock on the date of grant, which was $0.78. The Board of Directors elected to use the higher price in order to further align directors' interests with those of the Company's common stockholders. /s/ Ashley Wright, Attorney-in-Fact 2023-07-07