COMSCORE, INC. — Director's Dealing 2017

Mar 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2017-03-24

Reporting Person: Spencer Michelle (SVP, Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-24	Common Stock	M	604	—	Acquired	3662	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-24	Restricted Stock Units	$0.0	M	604	Disposed		Common Stock (604.0)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F2: The reporter was initially granted restricted stock unit awards under Rentrak 2011 Incentive Plan. In connection with the acquisition of Rentrak by the Issuer, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of September 29, 2015 (the "Merger Agreement"), these were assumed by the Issuer and converted into restricted stock unit awards in respect of shares of the Issuer's common stock calculated based on the Exchange Ratio (as defined in the Merger Agreement).

F3: The reporter was initially granted 3,026 restricted stock units. 604 shares vested on 3/24/2016, 604 shares vested on 3/24/2017, 606 shares to vest on 3/24/2018, 606 shares to vest on 3/24/2019 and 606 shares to vest on 3/24/2020, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.