Charter Communications Form 4 COMSCORE / COMMUNICATIONS, INC. /MO/ CHARTER ownership change

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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

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)
07/06/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.0⁽¹⁾	07/06/2022		A		200,000		⁽²⁾	⁽²⁾	Common Stock	200,000	$0	200,000	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

CHARTER COMMUNICATIONS, INC. /MO/

(Last)

(First)

(Middle)

400 WASHINGTON BLVD.

(Street)

STAMFORD

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

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

63131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CHARTER COMMUNICATIONS HOLDINGS LLC

(Last)

(First)

(Middle)

12405 POWERSCOURT DRIVE

(Street)

ST. LOUIS

63131

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCH II LLC

(Last)

(First)

(Middle)

12405 POWERSCOURT DRIVE

(Street)

ST. LOUIS

63131

(City)

(State)

(Zip)

Explanation of Responses:

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

2. This restricted stock unit award ("Stock Award") was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2022-2023 director term, will vest in full on the earliest of (i) the date of the Company's 2023 annual meeting of stockholders, (ii) June 30, 2023, and (iii) the date of a change in control of the Company, subject in each case to the reporter's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be deferred and 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.

3. David Kline and Pierre-Andre Liduena 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	07/08/2022
	Charter Communications Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	07/08/2022
	Spectrum Management Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	07/08/2022
	Charter Communications Holdings, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	07/08/2022
	CCH II, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith	07/08/2022
	** 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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Charter Communications Form 4COMSCORE / COMMUNICATIONS, INC. /MO/ CHARTER ownership change