COMSCORE, INC. — Director's Dealing 2019

May 24, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2019-05-22

Reporting Person: Wilson Christopher T (Chief Commercial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-22	Stock Option Right to Buy	$10.35	A	150000	Acquired	2029-05-22	Common Stock (150000.0)	Direct
2019-05-22	Restricted Stock Units	$0.0	A	225000	Acquired		Common Stock (225000.0)	Direct
2019-05-22	Restricted Stock Units	$0.0	A	41254	Acquired		Common Stock (41254.0)	Direct

Footnotes

F1: This stock option was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the "Plan") and vests and becomes exercisable in four equal annual increments beginning on 5/22/2020, subject to the reporter's continuous service with the Company through each vesting date.

F2: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

F3: This performance-based restricted stock unit award was granted pursuant to the terms of the Plan. This award will be eligible to vest on annual measurement dates through the tenth anniversary of the date of grant, subject to the achievement of certain stock price goals set forth in the Performance Restricted Stock Units 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.

F4: This restricted stock unit award was granted pursuant to the terms of the Plan. This award will vest in three equal installments on 5/30/2019, 3/1/2020 and 3/1/2021, subject to the reporter's continuous service with the Company through each vesting date.