COMSCORE, INC. — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2015-02-11

Reporting Person: Brown Michael Andrew (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-11	Common Stock	A	2805	—	Acquired	26301	Direct
2015-02-11	Common Stock	F	1021	$43.16	Disposed	25280	Direct
2015-02-18	Common Stock	M	2475	—	Acquired	27755	Direct
2015-02-18	Common Stock	M	2475	—	Acquired	30230	Direct
2015-02-18	Common Stock	M	6250	—	Acquired	36480	Direct
2015-02-18	Common Stock	F	4941	$51.81	Disposed	31539	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-11	Restricted Stock Unit	$0.0	A	2805	Acquired	2017-02-18	Common Stock (2805.0)	Direct
2015-02-18	Restricted Stock Units	$0.0	M	2475	Disposed	2017-02-18	Common Stock (2475.0)	Direct
2015-02-18	Restricted Stock Units	$0.0	M	2475	Disposed	2017-02-18	Common Stock (2475.0)	Direct
2015-02-18	Restricted Stock Units	$0.0	M	6250	Disposed	2018-02-17	Common Stock (6250.0)	Direct

Footnotes

F1: Restricted stock award granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. Shares vested immediately on February 11, 2015.

F2: These shares were deducted to cover tax withholding obligations associated with the restricted stock award vesting on February 11, 2015.

F3: The Compensation Committee of the Company's Board of Directors approved a one-time promotion award of 15,000 shares. 50% of this promotion award (or 7,500 shares) will be earned based onCompany-performance targets established for 2014. The Company-performance targets are 50% based on revenue and 50% based on adjusted EBITDA performance. The performance-based portion of this awardwill be determined on or around February 18, 2015, with 2,475 shares subject to immediately vest at the time of award, 2,475 shares to vest on February 18, 2016, and 2,550 shares to vest on February 18, 2017. The remaining 50% of this promotion award (or 7,500 shares) will vest in three equal installments on February 18, 2015, 2016, and 2017. In each case, the vesting will be subject to Mr. Brown's continuation as a service provider to the Company.

F4: Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. One fourth (1/4) 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.

F5: These shares were deducted in order to cover tax withholding obligations associated with the restricted stock award vesting on February 18, 2015.

F6: Restricted stock units granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 1,402 shares will vest on February 18, 2016, and 1,403 shares will vest on February 18, 2017, provided that the recipient continues to provide services through each such date.