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Filing Details

Accession Number:: 0001462304-14-000034
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2014-08-22 16:25:44
Reporting Period:: 2014-08-15

Filing Date:: 2014-08-22
Accepted Time:: 2014-08-22 16:25:44
Original Submission Date:: 2014-08-19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1158172	Comscore Inc.	SCOR	Services-Business Services, Nec (7389)	541955550

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1462304	Kenneth Tarpey	C/O Comscore, Inc. 11950 Democracy Drive, 6Th Floor Reston VA 20190	Chief Financial Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2014-08-15	6,205	$39.19	69,408	No	4	A	Direct
Common Stock	Disposition	2014-08-15	2,959	$39.19	66,449	No	4	F	Direct
Common Stock	Disposition	2014-08-15	12,880	$39.19	53,569	No	4	F	Direct
Common Stock	Acquisiton	2014-08-15	6,277	$0.00	59,846	No	4	M	Direct
Common Stock	Acquisiton	2014-08-15	8,333	$0.00	68,179	No	4	M	Direct
Common Stock	Acquisiton	2014-08-15	1,262	$0.00	69,441	No	4	M	Direct
Common Stock	Disposition	2014-08-18	1,500	$39.41	67,941	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	F	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Unit	Disposition	2014-08-15	6,277	$0.00	6,277	$0.00
Common Stock	Restricted Stock Unit	Disposition	2014-08-15	8,333	$0.00	8,333	$0.00
Common Stock	Restricted Stock Units	Disposition	2014-08-15	1,262	$0.00	1,262	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,278	2016-02-18	No	4	M	Direct
8,334	2016-02-18	No	4	M	Direct
0	2015-03-16	No	4	M	Direct

Footnotes

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.
Balance reflects forfeiture of shares of Restricted Stock ("RSA") in connection with reporting person's Transition Agreement.
These shares were deducted in order to cover tax withholding obligations associated with the recent stock award made pursuant to the Transition Agreement.
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.
Previously reported as an acquisition of shares on original Form 4 filed 8/19/14.
Vesting of these shares have been accelerated pursuant to the Transition Agreement.
Shares disposed of pursuant to a 10b5-1 plan entered into in October 2013.
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.
The remaining restricted stock units shares will be cancelled pursuant to the Transition Agreement.
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.