COMSCORE, INC. — Director's Dealing 2014

Aug 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2014-08-15

Reporting Person: Tarpey Kenneth (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-15	Common Stock	A	6205	$39.19	Acquired	69408	Direct
2014-08-15	Common Stock	F	2959	$39.19	Disposed	66449	Direct
2014-08-15	Common Stock	F	12880	$39.19	Acquired	79329	Direct
2014-08-15	Common Stock	M	6277	—	Acquired	85606	Direct
2014-08-15	Common Stock	M	8333	—	Acquired	93939	Direct
2014-08-15	Common Stock	M	1262	—	Acquired	95201	Direct
2014-08-18	Common Stock	S	1500	$39.41	Disposed	93701	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-15	Restricted Stock Unit	$0.0	M	6277	Disposed	2016-02-18	Common Stock (6277.0)	Direct
2014-08-15	Restricted Stock Unit	$0.0	M	8333	Disposed	2016-02-18	Common Stock (8333.0)	Direct
2014-08-15	Restricted Stock Units	$0.0	M	1262	Disposed	2015-03-16	Common Stock (1262.0)	Direct

Footnotes

F1: Pursuant to the Transition Agreement entered between the reporting person and the Company dated May 5, 2014, and filed as an exhibit to the Form 10Q filed by the Company for the period ended June 30, 2014, (the "Transition Agreement"), the Compensation Committee of the Company's Board of Directors approved a one-time payment based on a pro-rated calculation of Executive's 2014 short-term incentive and the immediately vested performance-based portion of Executive's 2014 long-term incentive (and, for avoidance of doubt, not the portion of the award that would vest subject to continued service following the determination of achievement of the applicable performance goals). The incentive achievement amounts were determined based on the Company's Q1 and Q2 revenue and adjusted EBITDA metrics, with the assumption that Executive achieved 100% of the MBO of his pro-rated short term incentive for Q1 and Q2. No overachievement was assumed or allocated for the MBO portion of this incentive.

F2: Balance reflects forfeiture of shares of Restricted Stock ("RSA") in connection with reporting person's Transition Agreement.

F3: These shares were deducted in order to cover tax withholding obligations associated with the recent stock award made pursuant to the Transition Agreement.

F4: These shares were deducted in order to cover tax withholding obligations associated with recent stock award acceleration of RSAs granted on 3/16/2012 and 3/29/2012 pursuant to the Transition Agreement.

F5: Vesting of these shares have been accelerated pursuant to the Transition Agreement.

F6: Shares disposed of pursuant to a 10b5-1 plan entered into in October 2013.

F7: One half (1/2) to vest each year beginning on the first anniversary of the Grant Effective Date and annually thereafter on future anniversaries of the Vesting Commencement Date, provided that the recipient continues to provide services to the Company through each such date. Vesting has been accelerated pursuant to the Transition Agreement.

F8: The remaining restricted stock units shares will be cancelled pursuant to the Transition Agreement.

F9: One third (1/3) to vest each year beginning on February 18, 2014 and annually thereafter on future anniversaries of the Vesting Commencement Date, provided that the recipient continues to provide services to the Company through each such date. Vesting has been accelerated pursuant to the Transition Agreement.