12/31/2025 | Press release | Distributed by Public on 12/31/2025 16:29
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (1) | 12/29/2025 | D | 31,928,301 | (1) | (1) | Common Stock | 1,717,072(3) | $ 0 | 0 | I | See Footnote(2) | |||
| Series C Convertible Preferred Stock | (1) | 12/29/2025 | A | 4,223,621 | (4) | (4) | Common Stock | (4) | (4) | 4,223,621 | I | See Footnote(2) | |||
| Restricted Stock Units | (5) | 12/29/2025 | A | 5,000 | (5) | (5) | Common Stock | 5,000 | $ 0 | 5,000 | I | See Footnote(2),(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cerberus Capital Management, L.P. 875 THIRD AVENUE 11TH FLOOR NEW YORK, NY 10022 |
X | X | ||
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Pine Investor, LLC 875 THIRD AVENUE NEW YORK, NY 10022 |
X | X | ||
| Cerberus Capital Management, L.P., By: /s/ Alexander D. Benjamin | 12/31/2025 | |
| **Signature of Reporting Person | Date | |
| Pine Investor, LLC, By: /s/ Alexander D. Benjamin | 12/31/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | This Form 4 is being filed in connection with the consummation on December 29, 2025 of the exchange contemplated by the Stock Exchange Agreements, dated September 26, 2025, pursuant to which Pine Investor, LLC exchanged 31,928,301 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") previously held by it for: (i) 4,223,621 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), and (ii) 3,286,825 shares of common stock, par value $0.001 per share of comScore, Inc. (the "Company", and such exchange, the "Exchange"). The Exchange reported herein was approved by the Board of Directors of the Company and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) thereunder. |
| (2) | Pine Investor, LLC is the record holder of the securities reported herein. Cerberus Capital Management, L.P., either directly or through one or more intermediate entities, including Pine Investor, LLC, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein. |
| (3) | Represents the number of shares of common stock, par value $0.001 per share, of the Company ("Common Stock") issuable upon conversion of the Series B Convertible Preferred Stock immediately prior to the Exchange, based on the then-effective conversion rate. |
| (4) | The Series C Preferred Stock is convertible at any time, at the holder's election, into shares of Common Stock on a one-for-one basis, subject to the terms of the Certificate of Designations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware, as may be amended from time to time. Conversion of the Series C Preferred Stock is subject to certain limitations, including a restriction that prohibits conversion to the extent such conversion would result in the holder beneficially owning more than 49.99% of the outstanding shares of Common Stock immediately following such conversion. The Series C Preferred Stock has no expiration date. |
| (5) | Each restricted stock unit represents a right to receive one share of Common Stock. The restricted stock unit award reported herein (the "Stock Award") represents a prorated grant of 5,000 restricted stock units issued to Robert Davenport in connection with his service as a member of the Company's board of directors and pursuant to the Company's standard director compensation program. The Stock Award will vest on the earliest of the Company's 2026 annual meeting of stockholders, June 30, 2026 or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company. Pursuant to a director fee assignment agreement dated as of December 29, 2025, Mr. Davenport has assigned to Cerberus Capital Management, L.P. all of his rights and interests in the Stock Award and any shares of common stock issuable upon settlement thereof. |
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Remarks: For the purposes of Section 16 of the Securities Exchange Act, the interests of Cerberus Capital Management, L.P. and Pine Investor, LLC reported herein are limited to the pecuniary interest, if any, of each of Cerberus Capital Management, L.P. and Pine Investor, LLC, respectively, in such securities. |
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