COMSCORE, INC. — Director's Dealing 2015

Mar 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2015-03-08

Reporting Person: Wesley Melvin III (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-08	Common Stock	M	3148	—	Acquired	3227	Direct
2015-03-08	Common Stock	F	1503	$49.45	Disposed	1724	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-08	Restricted Stock Units	$0.0	M	3148	Disposed	2017-11-07	Common Stock (3148.0)	Direct

Footnotes

F1: Granted pursuant to terms of comScore, Inc. 2007 Equity Incentive Plan. The total award will be earned, if at all, in four increments as follows, 15,112 shares, 3,148 shares, 6,926 shares, 6,297 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. This amount reflects the vesting of restricted stock (RSU) that vested on March 8, 2015, upon which date the reported closing price of the Company's common stock price exceeded an average of $50 for the preceding 30 calendar days.

F2: These shares were deducted to cover tax withholding obligations associated with the restricted stock award vesting on March 8, 2015.