comScore, Inc
COMSCORE, INC. (Form: 3/A, Received: 03/16/2017 16:54:58)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Spencer Michelle

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/31/2017 

3. Issuer Name and Ticker or Trading Symbol

COMSCORE, INC. [SCOR]

(Last)        (First)        (Middle)

11950 DEMOCRACY DR, STE. 600

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, Chief Accounting Officer /

(Street)

RESTON, VA 20190       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

2/10/2017 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   3730   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (2)   (3)   (3) Common Stock   2422.0   (4) $0.0   (5) D    
Restricted Stock Units   (2)   (6)   (6) Common Stock   2760.0   (4) $0.0   (5) D    
Restricted Stock Units   (2)   (7)   (7) Common Stock   1724.0   (4) $0.0   (5) D    

Explanation of Responses:
( 1)  The incorrect share amount for such restricted stock unit awards was included on the original Form 3.
( 2)  The reporter was initially granted restricted stock unit awards under Rentrak 2011 Incentive Plan. In connection with the acquisition of Rentrak by the Issuer, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of September 29, 2015, these were assumed by the Issuer and converted into restricted stock unit awards in respect of shares of the Issuer's common stock calculated based on the Exchange Ratio.
( 3)  The reporter was initially granted 3,026 restricted stock units. 604 shares vested on 3/24/2016, 604 shares to vest on 3/24/2017, 606 shares to vest on 3/24/2018, 606 shares to vest on 3/24/2019 and 606 shares to vest on 3/24/2020, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.
( 4)  This amendment corrects the incorrect share amount for such restricted stock unit awards included on the original Form 3.
( 5)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 6)  The reporter was initially granted 3,680 restricted stock units. 920 shares vested on 9/24/2016, 920 shares to vest on 9/24/2017, 920 shares to vest on 9/24/2018 and 920 shares to vest on 9/24/2019, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.
( 7)  The reporter was initially granted 2,587 restricted stock units. 863 shares vested on 10/1/2016, 863 to vest on 10/1/2017 and 861 shares to vest on 10/1/2018, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Spencer Michelle
11950 DEMOCRACY DR
STE. 600
RESTON, VA 20190


SVP, Chief Accounting Officer

Signatures
/s/ David Chemerow, Attorney-in-Fact 3/16/2017
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.