COMSCORE, INC. — Director's Dealing 2020

Jan 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2020-01-28

Reporting Person: Wilson Christopher T (Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-28	Common Stock	M	4946	—	Acquired	89082	Direct
2020-01-28	Common Stock	M	9165	—	Acquired	98247	Direct
2020-01-28	Common Stock	F	4665	$4.48	Disposed	93582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-28	Restricted Stock Units	$0.0	M	4946	Disposed		Common Stock (4946.0)	Direct
2020-01-28	Restricted Stock Units	$0.0	M	9165	Disposed		Common Stock (9165.0)	Direct

Footnotes

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

F2: These shares were withheld to fulfill tax withholding obligations associated with the vesting of restricted stock units on 1/28/2020. This was not an open market sale.

F3: The reporter was initially granted restricted stock unit awards under Rentrak Corporation's 2011 Incentive Plan. These awards were assumed by the Company in its merger with Rentrak Corporation and converted into restricted stock unit awards in respect of shares of the Company's common stock pursuant to the Agreement and Plan of Merger and Reorganization dated as of September 29, 2015.

F4: 9,893 vested on 1/28/2018, 4,947 vested on 1/28/2019 and 4,946 vested on 1/28/2020, in each case subject to the reporter's continued status as a service provider of the Company on each vesting date.

F5: 18,333 vested on 1/28/2018, 9,167 vested on 1/28/2019 and 9,165 vested on 1/28/2020, in each case subject to the reporter's continued status as a service provider of the Company on each vesting date.