COMSCORE, INC. — Director's Dealing 2017

Feb 10, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2017-01-31

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1343	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option Right to Buy	$17.55	2022-04-04	Common Stock (11500.0)		Direct
Stock Option Right to Buy	$23.22	2021-04-07	Common Stock (7762.0)		Direct
Stock Option Right to Buy	$19.07	2020-06-07	Common Stock (1437.0)		Direct
Restricted Stock Units	$0.0		Common Stock (3026.0)		Direct
Restricted Stock Units	$0.0		Common Stock (3680.0)		Direct
Restricted Stock Units	$0.0		Common Stock (2587.0)		Direct

Footnotes

F1: The reporter was initially granted stock options to purchase shares of Rentrak Corporation ("Rentrak") pursuant to the Rentrak 2011 Incentive Plan (the "2011 Plan") and the Rentrak 2005 Stock Incentive Plan (the "2005 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"), the assumed stock options were converted into stock options to purchase shares of the Issuer's common stock calculated based on the exchange ratio used to convert outstanding Rentrak common shares into shares of the Issuer's common stock pursuant to the Merger Agreement (the "Exchange Ratio") and the exercise price was adjusted automatically to reflect the Exchange Ratio.

F2: Award vested on 1/29/2016 and 4/4/2016. 9,200 options are fully exercisable. 2,300 options will vest on 4/4/2017, subject to the reporter's continued status as a service provider of the Issuer at the time of the vesting date.

F3: Award vested on 1/29/2016. Option is fully exercisable.

F4: The reporter was initially granted restricted stock unit awards under Rentrak's 2011 Plan, which were assumed by the Issuer in the merger and converted into restricted stock unit awards in respect of shares of the Issuer's common stock calculated based on the Exchange Ratio.

F5: Award began vesting in five equal annual installments on 3/24/2016, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.

F6: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F7: Award began vesting in four equal annual installments on 9/24/2016, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.

F8: Award began vesting in three equal annual installments on 10/1/2016, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.