COMSCORE, INC. — Director's Dealing 2021

Dec 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2021-12-16

Reporting Person: FISHER ITZHAK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-16	Common Stock	A	89888	—	Acquired	89888	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-16	Stock Option (right to buy)	$0.82	A	22473	Acquired	2027-03-30	Common Stock (22473.0)	Direct
2021-12-16	Stock Option (right to buy)	$0.82	A	67416	Acquired	2027-03-30	Common Stock (67416.0)	Direct
2021-12-16	Stock Option (right to buy)	$0.88	A	34696	Acquired	2029-05-18	Common Stock (34696.0)	Direct
2021-12-16	Stock Option (right to buy)	$0.97	A	33044	Acquired	2031-05-26	Common Stock (33044.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	126969	Direct

Footnotes

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.