COMSCORE, INC. — Director's Dealing 2015

May 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2015-05-13

Reporting Person: Wesley Melvin III (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-13	Common Stock	M	72465	$42.92	Acquired	72542	Direct
2015-05-13	Common Stock	S	72465	$52.05	Disposed	77	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-13	Stock Options	$42.92	M	72465	Disposed	2024-11-07	Common Stock (72465.0)	Direct

Footnotes

F1: Stock Options granted pursuant to terms of comScore, Inc. 2007 Equity Incentive Plan. The option becomes exercisable, if at all, in four increments as follows, 144,426 shares, 21,883 shares, 30,636 shares, 21,883 shares, if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $60.00, respectively. The option with respect to 144,426 shares became exercisable on February 27, 2015, and with respect to 21,883 shares on March 8, 2015.

F2: Price reflects the weighted average sale price. Shares were sold at prices ranging from $51.65 to $52.45. The filer undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate stock price.