Statement of Changes in Beneficial Ownership (4)
February 01 2016 - 3:37PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
WPP plc
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2. Issuer Name
and
Ticker or Trading Symbol
RENTRAK CORP
[
RENT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
27 FARM STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/29/2016
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(Street)
LONDON, X0 W1J 5RJ
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/29/2016
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D
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3037889
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D
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(1)
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0
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I
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See Footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WPP plc
27 FARM STREET
LONDON, X0 W1J 5RJ
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X
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WPP Luxembourg Gamma Three S.a.r.l.
124 BOULEVARD DE LA PETRUSSE
LUXEMBOURG, N4 L-2330
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X
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Signatures
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WPP plc, By: /s/ Paul Richardson, Global Finance Director
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1/29/2016
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**
Signature of Reporting Person
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Date
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WPP Luxembourg Gamma Three S.a r.l., By: /s/ Anne Ehrismann, Manager
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1/29/2016
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**
Signature of Reporting Person
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Date
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By: /s/ Thierry Lenders, Manager
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1/29/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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