comScore (SCOR) 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)
07/24/2024

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

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

	Form filed by One Reporting Person
X	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

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
Series B Convertible Preferred Stock	(1)	07/24/2024		A		4,419,098		(1)	(1)	Common Stock	220,954(2)	(3)	31,928,301	I	See Footnote(4)

1. Name and Address of Reporting Person^*

CHARTER COMMUNICATIONS, INC. /MO/

(Last) (First) (Middle)

400 WASHINGTON BLVD.

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Charter Communications Holding Company, LLC

(Last) (First) (Middle)

12405 POWERSCOURT DRIVE

(Street)

ST. LOUIS MO 63131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPECTRUM MANAGEMENT HOLDING COMPANY, LLC

(Last) (First) (Middle)

12405 POWERSCOURT DRIVE

(Street)

ST. LOUIS MO 63131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHARTER COMMUNICATIONS HOLDINGS LLC

(Last) (First) (Middle)

12405 POWERSCOURT DRIVE

(Street)

ST. LOUIS MO 63131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CCH II LLC

(Last) (First) (Middle)

12405 POWERSCOURT DRIVE

(Street)

ST. LOUIS MO 63131

(City) (State) (Zip)

Explanation of Responses:

1. Shares of Series B Convertible Preferred Stock are convertible, at the holder's election, at the conversion rate (as defined in the Certificate of Designation of Series B Convertible Preferred Stock), which was initially one-to-one, as adjusted (i) to reflect the 1-for-20 reverse stock split on December 20, 2023 and (ii) by accrued but unpaid dividends. Upon conversion, the holder will receive cash in lieu of fractional shares (if any). Shares of Series B Convertible Preferred Stock have no expiration date.

2. Represents the amount of Common Stock issuable upon conversion of the Series B Preferred Stock acquired on the transaction date, prior to the accrual of dividends. The Conversion Rate will continue to adjust to the extent there are additional accrued but unpaid dividends. The holders of Series B Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum.

3. The reported securities were received in respect of, and exchange for, accrued but unpaid dividends on Series B Convertible Preferred Stock with respect to annual dividend periods ending in 2023 and 2024. The acquired shares of Series B Convertible Preferred Stock, which were convertible into 220,954 shares of Common Stock on the transaction date (as such amount is increased in respect of accrued dividends), were received in exchange for an aggregate of $10,923,569 in accrued but unpaid dividends, representing an effective conversion price of $49.438 per share of Common Stock for the canceled dividend obligation.

4. Charter Communications Holding Company, LLC ("HoldCo") is the record holder of the reported shares. 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	07/26/2024
	Charter Communications Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	07/26/2024
	Spectrum Management Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	07/26/2024
	Charter Communications Holdings, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	07/26/2024
	CCH II, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	07/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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