SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Abraham Magid M (Last) (First) (Middle) C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE, 6TH FLOOR (Street) RESTON VA 20190 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COMSCORE, INC. [ SCOR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 03/16/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year) 03/19/2012	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2012		M		23,289(1)	A	(2)	674,590(3)	D
Common Stock	03/16/2012		M		29,943(1)(4)	A	(2)	704,533(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	03/16/2012		M		13,308(1)		(2)	(2)	Common Stock	10,736	(2)	0	D
Restricted Stock Unit	(2)	03/16/2012		D		10,736(1)		(2)	(2)	Common Stock	0	(2)	0	D
Restricted Stock Unit	(2)	03/16/2012		M		39,924(1)		(2)	(2)	Common Stock	20,167	(2)	0	D
Restricted Stock Unit	(2)	03/16/2012		M		20,167(1)		(2)	(2)	Common Stock	0	(2)	0	D

Explanation of Responses:

1. These transactions were omitted from the reporting person's original Form 4, which included the amounts representing the reporting person's tax withholding, but not the conversion from restricted stock units to restricted stock. The reporting person received the restricted stock units referenced on April 28, 2011, which represented the maximum expected award available to the reporting person under the issuer's 2011 executive incentive compensation policy. The actual stock-based incentive amounts earned by the reporting person was determined by the issuer's compensation committee on March 16, 2012 and the referenced transactions represent the settlement of the restricted stock unit in shares and the forfeiture of the remaining unearned restricted stock units.

2. On March 16, 2012, the issuer's compensation committee settled the referenced short-term and long-term performance-based stock bonuses for fiscal 2011 based on the closing price of $23.16 for the issuer's common stock on March 16, 2012.

3. The total number of shares beneficially owned includes the effects of the tax withholdings previously referenced on the reporting person's original Form 4 with respect to shares directly beneficially owned.

4. This transaction includes unvested shares paid to the reporting person. 9,981 shares shall vest annually beginning on March 15, 2013 and on the same date of each year thereafter until the full amount of the award is vested, subject to the reporting person's continued employment through each of the vesting dates.

Remarks:

	/s/ Christiana Lin, Attorney-in-fact	02/20/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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