comScore, Inc
COMSCORE, INC. (Form: 4, Received: 02/22/2016 19:15:32)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Brown Michael Andrew
2. Issuer Name and Ticker or Trading Symbol

COMSCORE, INC. [ SCOR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

11950 DEMOCRACY DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

2/18/2016
(Street)

RESTON, VA 20190
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/18/2016     M    6250   (1) A $0   38116   D    
Common Stock   2/18/2016     M    2475   (2) A $0   40591   D    
Common Stock   2/18/2016     M    2475   (2) A $0   43066   D    
Common Stock   2/18/2016     M    1402   (3) A $0   44468   D    
Common Stock   2/18/2016     F    4171   (4) D $38.57   40297   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Units   $0.0   2/18/2016     M         6250      (1) 2/17/2018   Common Stock   6250.0   $0   6250   D    
Restricted Stock Units   $0.0   2/18/2016     M         2475      (2) 2/18/2017   Common Stock   2475.0   $0   7575   D    
Restricted Stock Units   $0.0   2/18/2016     M         2475      (2) 2/18/2017   Common Stock   2475.0   $0   5100   D    
Restricted Stock Unit   $0.0   2/18/2016     M         1402      (3) 2/18/2017   Common Stock   1402.0   $0   1403   D    

Explanation of Responses:
( 1)  Restricted stock units (RSUs) granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 6,250 shares to vest on February 18, 2014, 6,250 shares to vest on February 18, 2015, 6,250 shares to vest on February 18, 2016, and 6,250 shares to vest on February 18, 2017, provided that the recipient continues to provide services through each such date.
( 2)  The Compensation Committee of the Company's Board of Directors approved a one-time promotion award of 15,000 shares. 50% of this promotion award (or 7,500 shares) will be earned based onCompany-performance targets established for 2014. The Company-performance targets are 50% based on revenue and 50% based on adjusted EBITDA performance. The performance-based portion of this award will be determined on or around February 18, 2015, with 2,475 shares subject to immediately vest at the time of award, 2,475 shares to vest on February 18, 2016, and 2,550 shares to vest on February 18, 2017. The remaining 50% of this promotion award (or 7,500 shares) will vest in three equal installments on February 18, 2015, 2016, and 2017. In each case, the vesting will be subject to Mr. Brown's continuation as a service provider to the Company.
( 3)  Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 1,402 shares will vest on February 18, 2016, and 1,403 shares will vest on February 18, 2017, provided that the recipient continues to provide services through each such date.
( 4)  These shares were deducted in order to cover tax withholding obligations associated with the restricted stock award vesting on February 18, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brown Michael Andrew
11950 DEMOCRACY DRIVE
SUITE 600
RESTON, VA 20190


Chief Technology Officer

Signatures
/s/ Christiana Lin, Attorney-in-Fact 2/22/2016
** Signature of Reporting Person Date


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