COMSCORE, INC. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2021-07-01

Reporting Person: Cerberus Capital Management, L.P. (Director, 10% Owner)
Reporting Person: Pine Investor, LLC (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-01	Restricted Stock Units	$0	A	50100	Acquired		Common Stock (50100)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the common stock ("Common Stock") of comScore, Inc. (the "Company").

F2: This restricted stock unit award (the "Stock Award") was granted to Nana Banerjee pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan, which Stock Award is exempt pursuant to Rule 16b-3. The Stock Award, which represents compensation for the 2021-2022 director term, will vest in full on the earliest of (i) the date of the Company's 2022 annual meeting of stockholders, (ii) June 30, 2022, and (iii) the date of a change in control of the Company, subject in each case to Nana Banerjee's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be delivered in shares of Common Stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

F3: Nana Banerjee assigned all of his rights and interests in the Stock Award to Cerberus Capital Management, L.P.