COMSCORE, INC. — Director's Dealing 2012

Jan 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2012-01-01

Reporting Person: Abraham Magid M (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-01	Common Stock	A	13357	$21.20	Acquired	682501	Direct
2012-01-01	Common Stock	A	1498	$21.20	Acquired	683999	Direct
2012-01-01	Common Stock	F	5000	$21.20	Disposed	678999	Direct
2012-01-01	Common Stock	A	10111	$21.20	Acquired	122870	Indirect
2012-01-01	Common Stock	F	3473	$21.20	Disposed	119397	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-01	Restricted Stock Unit	$0	C	13357	Disposed		Common Stock (13357)	Direct

Footnotes

F1: These restricted stock units are intended to represent the foregone cash salaries of the Reporting Person for the period from March 1, 2011 to December 31, 2011. These units shall vest on January 1, 2012, subject to the Reporting Person's continued employment through such date; provided, however, that to the extent the value of the restricted stock units on December 31, 2011 exceeds the salary foregone by the Reporting Person based on the then-closing price of the Company's common stock as reported on the NASDAQ Global Market, such number of restricted stock units representing the value of shares in excess of the foregone salary shall not vest and shall immediately forfeit to the Company.

F2: These shares were deducted in order to cover tax withholding obligations associated with recent stock award vestings.