COMSCORE, INC. — Director's Dealing 2015

Mar 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2015-03-15

Reporting Person: Brown Michael Andrew (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-16	Common Stock	S	400	$49.74	Disposed	35805	Direct
2015-03-15	Common Stock	F	6712	$49.75	Disposed	29093	Direct
2015-03-15	Common Stock	M	2256	—	Acquired	31349	Direct
2015-03-15	Common Stock	M	1674	—	Acquired	33023	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-15	Common Stock	$0.0	M	2256	Disposed	2016-03-15	Common Stock (2256.0)	Direct
2015-03-15	Restricted Stock Unit	$0.0	M	1674	Disposed	2016-03-15	Common Stock (1674.0)	Direct

Footnotes

F1: Shares disposed of pursuant to a 10b5-1 plan entered into in August, 2014.

F2: These shares were deducted to cover tax withholding obligations associated with the restricted stock award vesting on March 15, 2015.

F3: Granted pursuant to terms of comScore, Inc. 2007 Equity Incentive Plan. One third (1/3) 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.

F4: Granted pursuant to terms of comScore, Inc. 2007 Equity Incentive Plan. 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.