COMSCORE, INC. — Director's Dealing 2015

Mar 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2015-03-04

Reporting Person: Brown Michael Andrew (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-04	Common Stock	M	6325	$42.92	Acquired	42108	Direct
2015-03-04	Common Stock	S	6325	$51.588	Disposed	35783	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-04	Stock Options	$42.92	M	6325	Disposed	2024-11-07	Common Stock (6325.0)	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, 72,214 shares, 10,942 shares, 15,318 shares, 10,940 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 first increment became exercisable on March 1, 2015, upon which date the reported closing price of the Company's common stock price exceeded an average of $48 for the preceding 30 calendar days.

F2: Price reflects the weighted average sale price. Shares were sold at prices ranging from $51.50 to $51.79. 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.