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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | $ 0 | 02/18/2016 | M | 8,334 | (1) | 02/18/2016 | Common Stock | 8,334 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 02/18/2016 | M | 6,278 | (2) | 02/18/2016 | Common Stock | 6,278 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 02/18/2016 | M | 2,475 | (3) | 02/18/2017 | Common Stock | 2,475 | $ 0 | 7,575 | D | ||||
Restricted Stock Units | $ 0 | 02/18/2016 | M | 2,475 | (3) | 02/18/2017 | Common Stock | 2,475 | $ 0 | 5,100 | D | ||||
Restricted Stock Unit | $ 0 | 02/18/2016 | M | 9,268 | (4) | 02/18/2017 | Common Stock | 9,268 | $ 0 | 9,268 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lin Christiana L C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE, 6TH FLOOR RESTON, VA 20190 |
General Counsel |
/s/ Christiana Lin | 02/22/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Granted pursuant to the terms of the comScore, Inc. 2007 Equity Incentive Plan. One third (1/3) to vest each year beginning on February 18, 2014 and annually thereafter on future anniversaries of the Vesting Commencement Date, provided that the recipient continues to provide services to the Company through each such date. |
(2) | Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 6277 shares will vest on February 18, 2015, and 6278 shares will vest on February 18, 2016, provided that the recipient continues to provide services through each such date. |
(3) | The Compensation Committee of the Company's Board of Directors approved a one-time promotion award of 15,000 shares. 50% of this promotion award (or 7,500 shares) will be earned based on Company-performance targets established for 2014. The Company-performance targets are 50% based on revenue and 50% based on adjusted EBITDA performance. The performance-based portion of this award will be determined on or around February 18, 2015, with 2,475 shares subject to immediately vest at the time of award, 2,475 shares to vest on February 18, 2016, and 2,550 shares to vest on February 18, 2017. The remaining 50% of this promotion award (or 7,500 shares) will vest in three equal installments on February 18, 2015, 2016, and 2017. In each case, the vesting will be subject to Ms. Lin's continuation as a service provider to the Company. |
(4) | Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 9,268 shares will vest on February 18, 2016, and 9,268 shares will vest on February 18, 2017, provided that the recipient continues to provide services through each such date. |
(5) | These shares were deducted in order to cover tax withholding obligations associated with the restricted stock award vesting on February 18, 2016. |