comScore, Inc
COMSCORE, INC. (Form: 3, Received: 02/02/2016 16:41:44)
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 *

Engel William E

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/29/2016 

3. Issuer Name and Ticker or Trading Symbol

COMSCORE, INC. [SCOR]

(Last)        (First)        (Middle)

C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE, 6TH FLOOR

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

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

RESTON, VA 20190       

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

 

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   50173   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
Stock Option Right to Buy   6/8/2012   (1) 6/8/2021   Common Stock   5750.0   $19.31   (2) D    
Stock Option Right to Buy   6/17/2012   (3) 6/17/2021   Common Stock   17250.0   $15.16   (2) D    
Restricted Stock Units   6/3/2016   (4) 6/3/2025   Common Stock   16880.0   (5) $0.0   D    

Explanation of Responses:
( 1)  Granted pursuant to the terms of Rentrak Corporation 2005 Stock Incentive Plan. Award vested in four equal installments on 6/8/12, 6/8/13, 6/8/14, and 6/8/15. Option is fully exercisable.
( 2)  Exercise price reflects converted value pursuant to the acquisition of Rentrak Corporation.
( 3)  Granted pursuant to the terms of Rentrak Corporation 2005 Stock Incentive Plan. Award vested in four equal installments on 6/17/2012, 6/17/2013, 6/17/2014, and 6/17/2015.
( 4)  Granted pursuant to the terms of Rentrak Corporation 2011 Stock Incentive Plan. Award will vest 10% on 6/3/2016, 10% on 6/4/2017, 10% on 6/4/2018, 10% on 6/4/2019, 10% on 6/3/2020, 10% on 6/4/2021, 10% on 6/4/2022, 10% on 6/4/2023, 10% on 6/4/2024, and 10% on 6/3/2025.
( 5)  Each restricted stock unit represents a contingent right to receive one share of SCOR common stock.

Remarks:
This Form 3 is being filed in conjunction with William E. Engel's appointment as a Director pursuant to the acquisition of Rentrak Corporation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Engel William E
C/O COMSCORE, INC.
11950 DEMOCRACY DRIVE, 6TH FLOOR
RESTON, VA 20190
X



Signatures
/s/ Christiana Lin, Attorney-in-Fact 2/2/2016
** 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).
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