COMSCORE, INC. — Director's Dealing 2019

Nov 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2019-11-04

Reporting Person: LIVEK WILLIAM PAUL (Director, See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-04	Restricted Stock Units	$0.0	A	175000	Acquired		Common Stock (175000.0)	Direct
2019-11-04	Restricted Stock Units	$0.0	A	425000	Acquired		Common Stock (425000.0)	Direct

Footnotes

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

F2: This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the "Plan") and a previously disclosed compensation agreement with the reporter. This award will vest in three equal installments on 11/4/2020, 11/4/2021 and 11/4/2022, subject to the reporter's continuous service with the Company through each vesting date. Vested units will be delivered in shares of common stock upon a separation from service or change in control of the Company, as set forth in the applicable award agreement.

F3: This performance-based restricted stock unit award was granted pursuant to the terms of the Plan and a previously disclosed compensation agreement with the reporter. This award will be eligible to vest on quarterly measurement dates through the tenth anniversary of the date of grant, subject to the achievement of certain stock price goals set forth in the applicable award agreement on or prior to each vesting date. The reporter may earn up to 100% of the number of performance-based restricted stock units granted, depending on the level of achievement. Vested units will be delivered in shares of common stock upon a separation from service or change in control of the Company, as set forth in the applicable award agreement.