COMSCORE, INC. — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2016-02-18

Reporting Person: Brown Michael Andrew (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	M	6250	—	Acquired	38116	Direct
2016-02-18	Common Stock	M	2475	—	Acquired	40591	Direct
2016-02-18	Common Stock	M	2475	—	Acquired	43066	Direct
2016-02-18	Common Stock	M	1402	—	Acquired	44468	Direct
2016-02-18	Common Stock	F	4171	$38.57	Disposed	40297	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-18	Restricted Stock Units	$0.0	M	6250	Disposed	2018-02-17	Common Stock (6250.0)	Direct
2016-02-18	Restricted Stock Units	$0.0	M	2475	Disposed	2017-02-18	Common Stock (2475.0)	Direct
2016-02-18	Restricted Stock Units	$0.0	M	2475	Disposed	2017-02-18	Common Stock (2475.0)	Direct
2016-02-18	Restricted Stock Unit	$0.0	M	1402	Disposed	2017-02-18	Common Stock (1402.0)	Direct

Footnotes

F1: Restricted stock units (RSUs) granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 6,250 shares to vest on February 18, 2014, 6,250 shares to vest on February 18, 2015, 6,250 shares to vest on February 18, 2016, and 6,250 shares to vest on February 18, 2017, provided that the recipient continues to provide services through each such date.

F2: 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 award will 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.

F3: 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.

F4: These shares were deducted in order to cover tax withholding obligations associated with the restricted stock award vesting on February 18, 2016.