COMSCORE, INC. — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2012-03-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-29	Common Stock	A	210000	—	Acquired	861301	Direct
2012-03-29	Common Stock	A	290000	—	Acquired	1151301	Direct
2012-03-29	Common Stock	A	25000	—	Acquired	138050	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-29	Restricted Stock Units	$0	A	290000	Acquired	2014-03-30	Common Stock (290000)	Direct

Footnotes

F1: 70,000 of the shares of Restricted Stock shall vest in equal yearly installments each on March 30, 2013, 2014, and 2015.

F2: The Compensation Committee of the Board of Directors of comScore, Inc. (the "Company") awarded Dr. Abraham 580,000 shares of the Company's common stock in the form of restricted stock and restricted stock units (the "Performance Award") of which he is eligible to vest in upon achievement of revenue and adjusted EBITDA goals during 2012, 2013 and 2014. Revenue and adjusted EBITDA goals for 2013 and 2014 will be established during the first quarter of the applicable performance period. Assuming achievement of 100% of the target performance metrics in each case over a three-year period, Dr. Abraham would be eligible to vest in 290,000 total shares, and in any given year 96,666 shares. Assuming achievement of 200% of the target performance metrics in each case over a three-year period, the maximum number permitted under the arrangement, Dr. Abraham is eligible to vest in 580,000 total shares, and in any given year, 193,334 shares.

F3: 25% of the Shares of Restricted Stock shall vest in equal installments over a four (4) year period beginning on on March 15, 2013, and on each anniversary thereafter.