COMSCORE, INC. — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2014-02-18

Reporting Person: Tarpey Kenneth (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock	S	1500	$31.1813	Disposed	79814	Direct
2014-02-18	Common Stock	M	8333	—	Acquired	88147	Direct
2014-02-18	Common Stock	F	5880	$31.86	Disposed	82267	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Unit	$0.0	M	8333	Disposed	2016-02-18	Common Stock (8333.0)	Direct

Footnotes

F1: Shares disposed of pursuant to a 10b5-1 plan entered into in October 2013.

F2: 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.

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