COMSCORE, INC. — Director's Dealing 2012

Mar 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2012-03-15

Reporting Person: Karrat Thomas (President, GMMS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	A	75000	—	Acquired	75000	Direct
2012-03-15	Common Stock	A	5000	—	Acquired	80000	Direct
2012-03-15	Common Stock	F	1006	$23.04	Disposed	78994	Direct

Footnotes

F1: Compensatory award of restricted common stock subject to right of repurchase by the issuer issued in connection with Mr. Karrat's initial hiring. The right of repurchase lapses as to 18,750 shares on March 15, 2013 and as to an additional 18,750 on March 15 of each year thereafter until the right has fully lapsed, subject to Mr. Karrat remaining a service provider of the issuer through each such date.

F2: Compensatory award of restricted common stock of which 2,500 shares are subject to right of repurchase by the issuer issued in connection with Mr. Karrat's initial hiring. The right of repurchase lapses as to all 2,500 shares on March 15, 2013, subject to Mr. Karrat remaining a service provider of the issuer through each such date.

F3: These shares were deducted in order to cover tax withholding obligations associated with recent stock award vestings.