Gregory T Dale Form 3 COMSCORE / Gregory T Dale ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dale Gregory T

(Last) (First) (Middle)

C/O COMSCORE, INC.

11950 DEMOCRACY DRIVE, SUITE 600

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/23/2022

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)(1)(2)	(3)	04/13/2025	Common Stock	3,305	0.57	D
Stock Option (right to buy)(1)(2)	(3)	07/18/2028	Common Stock	73,027	1.45	D
Stock Option (right to buy)(1)(2)	(4)	05/26/2031	Common Stock	66,088	0.97	D

Explanation of Responses:

1. 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, options to purchase 10,000 shares, 221,000 shares and 200,000 shares of Shareablee common stock held by the reporting person were converted into options to purchase 3,305 shares, 73,027 shares and 66,088 shares of Company common stock, respectively. The issuance was approved by the Company's board of directors pursuant to Exchange Act Rule 16b-3.

2. The Merger Agreement also provides that the reporting person may receive up to $171,144 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.

3. This 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.

4. This option award vests and becomes exercisable 25% on May 26, 2022, and the remaining 75% in 36 successive equal monthly installments, in each case subject to the reporting person's continued service with the Company through each vesting date.

Remarks:

Exhibit 24 - POA Dale

	/s/ Ashley Wright, Attorney-in-Fact	08/25/2022
	** 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 5 (b)(v).
** 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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