COMSCORE, INC. — Director's Dealing 2018

Jun 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2018-06-05

Reporting Person: WIENER BRYAN (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-05	Common Stock	A	6240	—	Acquired	9240	Direct
2018-06-05	Common Stock	A	24989	—	Acquired	34229	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-05	Restricted Stock Units	$0.0	A	24988	Acquired		Common Stock (24988.0)	Direct
2018-06-05	Restricted Stock Units	$0.0	A	68151	Acquired		Common Stock (68151.0)	Direct

Footnotes

F1: This common stock award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan as compensation for serving as a member of the Board of Directors of the issuer through the Company's 2018 annual meeting of stockholders. This award vested immediately upon grant and will be delivered no earlier than August 1, 2018 and no later than December 31, 2018, as determined by the Compensation Committee of the Company's Board of Directors.

F2: This common stock award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Plan as a signing bonus. Shares will be delivered on the earlier of a change of control of the Company or a separation from service within the meaning of Section 409A of the Internal Revenue Code.

F3: Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock.

F4: This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award will vest on November 30, 2019, subject to the reporter's continued employment on the vesting date. Once vested, shares will be delivered on the earlier of a change of control of the Company or a separation from service within the meaning of Section 409A of the Internal Revenue Code.

F5: This performance-based restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award will vest on May 30, 2021, subject to the reporter's continued employment on the vesting date and achievement of performance goals based upon the Company's stock price during a five-year performance period.