COMSCORE, INC. — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2014-02-11

Reporting Person: Abraham Magid M (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock	M	65250	—	Acquired	294633	Direct
2014-02-11	Common Stock	S	15000	$30.0346	Disposed	78138	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$0.0	C	62250	Disposed	2014-03-30	Common Stock (62250.0)	Direct
2014-02-18	Restricted Stock Units	$0.0	D	31417	Disposed	2014-03-30	Common Stock (31417.0)	Direct

Footnotes

F1: 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.

F2: Shares disposed of pursuant to a 10b5-1 plan entered into in May 2013