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: Matta Serge (Director, Director & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	M	16667	—	Acquired	72053	Direct
2016-02-18	Common Stock	M	12555	—	Acquired	84608	Direct
2016-02-18	Common Stock	M	7336	—	Acquired	91944	Direct
2016-02-18	Common Stock	M	7336	—	Acquired	99280	Direct
2016-02-18	Common Stock	M	15282	—	Acquired	114562	Direct
2016-02-18	Common Stock	F	28226	$38.57	Disposed	86336	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-18	Restricted Stock Units	$0.0	M	16667	Disposed	2016-02-18	Common Stock (16667.0)	Direct
2016-02-18	Restricted Stock Unit	$0.0	M	12555	Disposed	2016-02-18	Common Stock (12555.0)	Direct
2016-02-18	Restricted Stock Units	$0.0	M	7336	Disposed	2017-02-18	Common Stock (7336.0)	Direct
2016-02-18	Restricted Stock Units	$0.0	M	7336	Disposed	2017-02-18	Common Stock (7336.0)	Direct
2016-02-18	Restricted Stock Unit	$0.0	M	15282	Disposed	2017-02-18	Common Stock (15282.0)	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. One half (1/2) to vest on February 18, 2015 and one half (1/2) to vest on February 18, 2016, 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. 15,282 shares will vest on February 18, 2016, and 15,283 shares will vest on February 18, 2017, provided that the recipient continues to provide services 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, 2016.