COMSCORE, INC. 4/A
4/A · COMSCORE, INC. · Filed Aug 22, 2014
Insider Transaction Report
Form 4/AAmended
COMSCORE, INC.SCOR
Tarpey Kenneth
Chief Financial Officer
Transactions
- Award
Common Stock
[F1][F2]2014-08-15$39.19/sh+6,205$243,174→ 69,408 total - Tax Payment
Common Stock
[F3]2014-08-15$39.19/sh−2,959$115,963→ 66,449 total - Tax Payment
Common Stock
[F4][F5]2014-08-15$39.19/sh−12,880$504,767→ 53,569 total - Exercise/Conversion
Common Stock
[F6]2014-08-15+6,277→ 59,846 total - Exercise/Conversion
Common Stock
[F6]2014-08-15+8,333→ 68,179 total - Exercise/Conversion
Common Stock
[F6]2014-08-15+1,262→ 69,441 total - Sale
Common Stock
[F7]2014-08-18$39.41/sh−1,500$59,115→ 67,941 total - Exercise/Conversion
Restricted Stock Unit
[F8][F9]2014-08-15−6,277→ 6,278 totalExercise: $0.00Exp: 2016-02-18→ Common Stock (6,277 underlying) - Exercise/Conversion
Restricted Stock Unit
[F10][F9]2014-08-15−8,333→ 8,334 totalExercise: $0.00Exp: 2016-02-18→ Common Stock (8,333 underlying) - Exercise/Conversion
Restricted Stock Units
[F8]2014-08-15−1,262→ 0 totalExercise: $0.00Exp: 2015-03-16→ Common Stock (1,262 underlying)
Footnotes (10)
- [F1]Pursuant to the Transition Agreement entered between the reporting person and the Company dated May 5, 2014, and filed as an exhibit to the Form 10Q filed by the Company for the period ended June 30, 2014, (the "Transition Agreement"), the Compensation Committee of the Company's Board of Directors approved a one-time payment based on a pro-rated calculation of Executive's 2014 short-term incentive and the immediately vested performance-based portion of Executive's 2014 long-term incentive (and, for avoidance of doubt, not the portion of the award that would vest subject to continued service following the determination of achievement of the applicable performance goals). The incentive achievement amounts were determined based on the Company's Q1 and Q2 revenue and adjusted EBITDA metrics, with the assumption that Executive achieved 100% of the MBO of his pro-rated short term incentive for Q1 and Q2. No overachievement was assumed or allocated for the MBO portion of this incentive.
- [F10]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. Vesting has been accelerated pursuant to the Transition Agreement.
- [F2]Balance reflects forfeiture of shares of Restricted Stock ("RSA") in connection with reporting person's Transition Agreement.
- [F3]These shares were deducted in order to cover tax withholding obligations associated with the recent stock award made pursuant to the Transition Agreement.
- [F4]These shares were deducted in order to cover tax withholding obligations associated with recent stock award acceleration of RSAs granted on 3/16/2012 and 3/29/2012 pursuant to the Transition Agreement.
- [F5]Previously reported as an acquisition of shares on original Form 4 filed 8/19/14.
- [F6]Vesting of these shares have been accelerated pursuant to the Transition Agreement.
- [F7]Shares disposed of pursuant to a 10b5-1 plan entered into in October 2013.
- [F8]One half (1/2) to vest each year beginning on the first anniversary of the Grant Effective Date 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. Vesting has been accelerated pursuant to the Transition Agreement.
- [F9]The remaining restricted stock units shares will be cancelled pursuant to the Transition Agreement.
Signature
/s/ Christiana Lin, Attorney-in-Fact|2014-08-22