SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CHARTER COMMUNICATIONS, INC. /MO/

(Last) (First) (Middle)
400 WASHINGTON BLVD.

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
checkbox checked Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 07/01/2024 A 21,478 (2) (2) Common Stock 21,478(3) $0 21,478 I See Footnote(4)
1. Name and Address of Reporting Person*
CHARTER COMMUNICATIONS, INC. /MO/

(Last) (First) (Middle)
400 WASHINGTON BLVD.

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Charter Communications Holding Company, LLC

(Last) (First) (Middle)
12405 POWERSCOURT DRIVE

(Street)
ST. LOUIS MO 63131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPECTRUM MANAGEMENT HOLDING COMPANY, LLC

(Last) (First) (Middle)
12405 POWERSCOURT DRIVE

(Street)
ST. LOUIS MO 63131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHARTER COMMUNICATIONS HOLDINGS LLC

(Last) (First) (Middle)
12405 POWERSCOURT DRIVE

(Street)
ST. LOUIS MO 63131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCH II LLC

(Last) (First) (Middle)
12405 POWERSCOURT DRIVE

(Street)
ST. LOUIS MO 63131

(City) (State) (Zip)
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 ("Stock Award") was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2024-2025 director term, will vest in full on the earliest of (i) the date of the Company's 2025 annual meeting of stockholders, (ii) June 30, 2025, and (iii) the date of a change in control of the Company, subject in each case to the grantee'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.
3. The number of shares subject to this Stock Award was determined by dividing $170,000 by $15.83, which was the price per share used for the Company's most recent employee equity awards. This represents a reduction in the number of shares otherwise due to the grantee under the Company's 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 $14.47. 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.
4. David Kline and Jeffrey Barratt Murphy each assigned all their rights and interests in 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.
Remarks:
Charter Communications, Inc. By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 07/02/2024
Charter Communications Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 07/02/2024
Spectrum Management Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 07/02/2024
Charter Communications Holdings, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 07/02/2024
CCH II, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith 07/02/2024
** Signature of Reporting Person Date
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