4//SEC Filing
Cerberus Capital Management, L.P. 4
Accession 0001493152-25-029856
CIK 0001158172other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 5:28 PM ET
Size
17.3 KB
Accession
0001493152-25-029856
Insider Transaction Report
Form 4
COMSCORE, INC.SCOR
Cerberus Capital Management, L.P.
Director10% Owner
Transactions
- Award
Common Stock
2025-12-29+3,286,825→ 3,396,479 total(indirect: See Footnote) - Disposition to Issuer
Series B Convertible Preferred Stock
2025-12-29−31,928,301→ 0 total(indirect: See Footnote)→ Common Stock (1,717,072 underlying) - Award
Series C Convertible Preferred Stock
2025-12-29+4,223,621→ 4,223,621 total(indirect: See Footnote)→ Common Stock - Award
Restricted Stock Units
2025-12-29+5,000→ 5,000 total(indirect: See Footnote(2),)→ Common Stock (5,000 underlying)
Pine Investor, LLC
Director10% Owner
Transactions
- Award
Common Stock
2025-12-29+3,286,825→ 3,396,479 total(indirect: See Footnote) - Disposition to Issuer
Series B Convertible Preferred Stock
2025-12-29−31,928,301→ 0 total(indirect: See Footnote)→ Common Stock (1,717,072 underlying) - Award
Series C Convertible Preferred Stock
2025-12-29+4,223,621→ 4,223,621 total(indirect: See Footnote)→ Common Stock - Award
Restricted Stock Units
2025-12-29+5,000→ 5,000 total(indirect: See Footnote(2),)→ Common Stock (5,000 underlying)
Footnotes (5)
- [F1]This Form 4 is being filed in connection with the consummation on December 29, 2025 of the exchange contemplated by the Stock Exchange Agreements, dated September 26, 2025, pursuant to which Pine Investor, LLC exchanged 31,928,301 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") previously held by it for: (i) 4,223,621 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), and (ii) 3,286,825 shares of common stock, par value $0.001 per share of comScore, Inc. (the "Company", and such exchange, the "Exchange"). The Exchange reported herein was approved by the Board of Directors of the Company and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) thereunder.
- [F2]Pine Investor, LLC is the record holder of the securities reported herein. Cerberus Capital Management, L.P., either directly or through one or more intermediate entities, including Pine Investor, LLC, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.
- [F3]Represents the number of shares of common stock, par value $0.001 per share, of the Company ("Common Stock") issuable upon conversion of the Series B Convertible Preferred Stock immediately prior to the Exchange, based on the then-effective conversion rate.
- [F4]The Series C Preferred Stock is convertible at any time, at the holder's election, into shares of Common Stock on a one-for-one basis, subject to the terms of the Certificate of Designations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware, as may be amended from time to time. Conversion of the Series C Preferred Stock is subject to certain limitations, including a restriction that prohibits conversion to the extent such conversion would result in the holder beneficially owning more than 49.99% of the outstanding shares of Common Stock immediately following such conversion. The Series C Preferred Stock has no expiration date.
- [F5]Each restricted stock unit represents a right to receive one share of Common Stock. The restricted stock unit award reported herein (the "Stock Award") represents a prorated grant of 5,000 restricted stock units issued to Robert Davenport in connection with his service as a member of the Company's board of directors and pursuant to the Company's standard director compensation program. The Stock Award will vest on the earliest of the Company's 2026 annual meeting of stockholders, June 30, 2026 or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company. Pursuant to a director fee assignment agreement dated as of December 29, 2025, Mr. Davenport has assigned to Cerberus Capital Management, L.P. all of his rights and interests in the Stock Award and any shares of common stock issuable upon settlement thereof.
Documents
Issuer
COMSCORE, INC.
CIK 0001158172
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001525907
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 5:28 PM ET
- Size
- 17.3 KB