COMSCORE, INC. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2017-02-18

Reporting Person: Brown Michael Andrew (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-18	Common Stock	M	1403	—	Acquired	46089	Direct
2017-02-18	Common Stock	M	6250	—	Acquired	52339	Direct
2017-02-18	Common Stock	M	2550	—	Acquired	54889	Direct
2017-02-18	Common Stock	M	2550	—	Acquired	57439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-18	Restricted Stock Unit	$0.0	M	1403	Disposed		Common Stock (1403.0)	Direct
2017-02-18	Restricted Stock Units	$0.0	M	6250	Disposed		Common Stock (6250.0)	Direct
2017-02-18	Restricted Stock Units	$0.0	M	2550	Disposed		Common Stock (2550.0)	Direct
2017-02-18	Restricted Stock Units	$0.0	M	2550	Disposed		Common Stock (2550.0)	Direct

Footnotes

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

F2: Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 1,402 shares vested on 2/18/2016, and 1,403 shares vested on 2/18/2017, subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.

F3: Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. Award vests in four equal annual installments, subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.

F4: 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 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 was determined on or around February 18, 2015, with 2,475 shares that vested immediately at the time of award, 2,475 shares vested on 2/18/2016, and 2,550 shares vested on 2/18/2017. From the remaining 50% of this promotion award (or 7,500 shares), 2,475 shares vested on 2/18/2015, 2,475 shares vested on 2/18/2016, and 2,550 shares vested on 2/18/2017. In each case, the vesting will be subject to Mr. Brown's continuation as a service provider to the Company.