4//SEC Filing
FISHER ITZHAK 4
Accession 0001158172-21-000160
CIK 0001158172other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 7:34 PM ET
Size
15.7 KB
Accession
0001158172-21-000160
Insider Transaction Report
Form 4
COMSCORE, INC.SCOR
FISHER ITZHAK
Director
Transactions
- Award
Stock Option (right to buy)
2021-12-16+33,044→ 33,044 totalExercise: $0.97Exp: 2031-05-26→ Common Stock (33,044 underlying) - Award
Common Stock
2021-12-16+89,888→ 89,888 total(indirect: By LLC) - Award
Stock Option (right to buy)
2021-12-16+34,696→ 34,696 totalExercise: $0.88Exp: 2029-05-18→ Common Stock (34,696 underlying) - Award
Stock Option (right to buy)
2021-12-16+22,473→ 22,473 totalExercise: $0.82Exp: 2027-03-30→ Common Stock (22,473 underlying) - Award
Stock Option (right to buy)
2021-12-16+67,416→ 67,416 totalExercise: $0.82Exp: 2027-03-30→ Common Stock (67,416 underlying)
Holdings
- 126,969
Common Stock
Footnotes (3)
- [F1]On December 16, 2021, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Shareablee, Inc. ("Shareablee") and the other parties thereto, the Company acquired Shareablee (the "Transaction"). In connection with the Transaction, 272,027 shares of Shareablee preferred stock held by Pereg Holdings, LLC ("Pereg") were converted into the right to receive 89,888 shares of Company common stock. The Merger Agreement also provides that Pereg may receive up to $108,018 of deferred consideration, subject to the conditions and timing in the Merger Agreement, payable at the Company's option in any combination of cash and Company common stock, with any issuance of common stock to be based on the volume-weighted average trading price of the common stock for the 10 trading days prior to the date of release. The issuance was approved by the Company's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act").
- [F2]In connection with the Transaction, options to purchase 68,007 shares of Shareablee common stock, 204,020 shares of Shareablee common stock, 105,000 shares of Shareablee common stock and 100,000 shares of Shareablee common stock held by the reporting person were converted into options to purchase 22,473 shares of Company common stock, 67,416 shares of Company common stock, 34,696 shares of Company common stock and 33,044 shares of Company common stock, respectively. The Merger Agreement also provides that the reporting person may receive up to $189,421 of deferred consideration, subject to the conditions and timing in the Merger Agreement, payable at the Company's option in any combination of cash and Company common stock, with any issuance of common stock to be based on the volume-weighted average trading price of the common stock for the 10 trading days prior to the date of release. The issuance was approved by the Company's board of directors pursuant to Exchange Act Rule 16b-3.
- [F3]Each option award vests and becomes exercisable 35% on June 15, 2022, an additional 50% on December 15, 2022, and the remaining 15% on June 15, 2023.
Documents
Issuer
COMSCORE, INC.
CIK 0001158172
Entity typeother
Related Parties
1- filerCIK 0001059953
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 7:34 PM ET
- Size
- 15.7 KB