COMCAST CORP — Director's Dealing 2011

Feb 7, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COMCAST CORP (CMCSA)
CIK: 0001166691
Period of Report: 2011-01-28

Reporting Person: Smit Neil (Executive Vice President)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Purchase	$18.34	2020-03-25	Class A Common Stock (460200)		Direct
Restricted Stock Units	$		Class A Common Stock (125000)		Direct
Restricted Stock Units	$		Class A Common Stock (216300)		Direct

Footnotes

F1: This is an option to purchase Class A Common Stock.

F2: The date of grant was March 26, 2010, and the shares vest as follows: 30% vests on the 2nd anniversary of the date of grant; an additional 15% vests on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% vests on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

F3: The restricted stock units vest in installments of 15%, 15%, 15%, 15% and 40% on the 13th-month, 2nd, 3rd, 4th and 5th anniversaries of the date of grant (March 26, 2010), respectively.

F4: Each restricted stock unit represents a contigent right to receive one share of Class A Common Stock.

F5: The restricted stock units vest in installments of 15%, 15%, 15%, 15% and 40% on the 13th-month, 2nd, 3rd, 4th and 5th anniversaries of the date of grant (April 9, 2010), respectively.