Charter Communications (CHTR) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHARTER COMMUNICATIONS, INC. /MO/

(Last) (First) (Middle)

400 WASHINGTON BLVD.

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/12/2024		M		11,100	A	$0(1)	28,311(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/12/2024		M			11,100	(3)	(3)	Common Stock	11,100	$0(1)	0	I	See Footnote(4)

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. The number of securities beneficially owned has been updated to reflect the 1-for-20 reverse stock split effected 12/20/2023 as disclosed in the Company's Form 8-K dated 12/27/2023.

3. A portion (8,415) of this restricted stock unit award ("Stock Award") was granted on 7/5/2023 and a portion (2,685) of this Stock Award was granted on 4/3/2024, in each case pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. The Stock Award, which represents compensation for the 2023-2024 director term, vested in full on 6/12/2024, the date of the Company's 2024 annual meeting of stockholders. Vested units are deferred and will be delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

4. David Kline and Jeffrey Barratt Murphy each assigned all their rights and interests in the Stock Award to Charter Communications Holding Company, LLC ("HoldCo"). Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter Communications, Inc. is the controlling parent company of CCH II.

Remarks:

	Charter Communications, Inc. By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	06/14/2024
	Charter Communications Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	06/14/2024
	Spectrum Management Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	06/14/2024
	CCH II, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	06/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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