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: FULGONI GIAN (Director, Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	M	8333	—	Acquired	172712	Direct
2015-02-18	Common Stock	M	11509	—	Acquired	184221	Direct
2015-02-18	Common Stock	F	8054	$51.81	Disposed	176167	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Restricted Stock Units	$0.0	M	8333	Disposed	2016-02-18	Common Stock (8333.0)	Direct
2015-02-18	Restricted Stock Unit	$0.0	M	11509	Disposed	2016-02-19	Common Stock (11509.0)	Direct

Footnotes

F1: 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.

F2: Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 11,509 shares to vest on February 18, 2015, and 11,509 shares to vest on February 18, 2016, provided that the recipient continues to prove services to the Company through each such date.

F3: These shares were deducted in order to cover tax withholding obligations associated with the restricted stock vestings on February 18, 2015.