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: 2015-02-18

Reporting Person: Matta Serge (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Common Stock	S	17325	$51.3975	Disposed	71957	Direct
2015-02-20	Common Stock	S	17260	$50.9466	Disposed	54697	Direct
2015-02-18	Common Stock	A	7500	—	Acquired	62197	Direct
2015-02-18	Common Stock	M	7335	—	Acquired	69532	Direct
2015-02-18	Common Stock	M	7335	—	Acquired	76867	Direct
2015-02-18	Common Stock	M	16667	—	Acquired	93534	Direct
2015-02-18	Common Stock	M	12555	—	Acquired	106089	Direct
2015-02-18	Common Stock	F	24513	$51.81	Disposed	81576	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Restricted Stock Units	$0.0	M	7335	Disposed	2017-02-18	Common Stock (7335.0)	Direct
2015-02-18	Restricted Stock Units	$0.0	M	7335	Disposed	2017-02-18	Common Stock (7335.0)	Direct
2015-02-18	Restricted Stock Units	$0.0	M	16667	Disposed	2016-02-18	Common Stock (16667.0)	Direct
2015-02-18	Restricted Stock Unit	$0.0	M	12555	Disposed	2016-02-18	Common Stock (12555.0)	Direct

Footnotes

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

F2: Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. One fourth (1/4) to vest each year beginning on February 18, 2011 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.

F3: The Compensation Committee of the Company's Board of Directors approved a one-time promotion award of 44,459 shares. 50% of this promotion award (or 22,230 shares) will be earned based on Company-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 award will be determined on or around February 18, 2015, with one-third of the number of shares subject to the LTI awards to be immediately vested at the time of award, and one-third of the number of shares subject to the one-time award shall vest annually on each of February 18, 2016 and 2017. The remaining 50% of this promotion award (or 22,229 shares) will vest in three equal installments on February 18, 2015, 2016, and 2017. In each case, the vesting will be subject to Mr. Matta continuation as a service provider to the Company.

F4: Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. One third (1/3) 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: Granted pursuant to the comScore, Inc. 2007 Equity Incentive Plan. 12,555 shares to vest on February 18, 2015, and 12,555 shares to vest on February 18, 2016, provided that the recipient continues to provide services to the Company through each such date.

F6: These shares were deducted in order to cover tax withholding obligations associated with the restricted stock vestings on February 18, 2015.