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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) |
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WPP plc 27 FARM STREET LONDON, X0 W1J 5RJ |
X | |||
WPP Luxembourg Gamma Three S.a.r.l. 124 BOULEVARD DE LA PETRUSSE LUXEMBOURG, N4 L-2330 |
X |
WPP plc, By: /s/ Paul Richardson, Global Finance Director | 01/29/2016 | |
**Signature of Reporting Person | Date | |
WPP Luxembourg Gamma Three S.a r.l., By: /s/ Anne Ehrismann, Manager | 01/29/2016 | |
**Signature of Reporting Person | Date | |
By: /s/ Thierry Lenders, Manager | 01/29/2016 | |
**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) | These shares were disposed of on January 28, 2016 upon the completion of, and as a result of, the merger of Rentrak Corporation ("Rentrak") into Rum Acquisition Corporation, a wholly owned subsidiary of comScore, Inc. ("Merger Sub", and such merger, the "Merger"), pursuant to the Merger Agreement dated September 29, 2015 among Rentrak, Merger Sub and comScore, Inc. Upon completion of the Merger, each of the disposed shares was converted into the right to receive 1.1500 shares of comScore, Inc. common stock. On January 29, 2016, the effective date of the Merger, the closing price of Rentrak's common stock was $44.47 per share. As a result of the completion of the merger, WPP plc and WPP Luxembourg Gamma Three S.a r.l. ("Lux Gamma Three") ceased to be beneficial owners of more than ten percent of the shares outstanding of common stock, par value $0.001 per share, of Rentrak. |
(2) | The disposed shares were owned directly by Lux Gamma Three, which is a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of intervening holding companies. WPP plc was an indirect beneficial owner of the reported securities. |