comScore, Inc
COMSCORE, INC. (Form: 4, Received: 03/17/2016 16:07:10)
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)

3/15/2016
(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   3/15/2016     M    1675   (1) A $0   41972   D    
Common Stock   3/15/2016     M    2257   (2) A $0   44229   D    
Common Stock   3/15/2016     F    5802   (3) D $29.23   38427   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 Unit   $0.0   3/15/2016     M         1675      (1) 3/15/2016   Common Stock   1675.0   $0   0   D    
Common Stock   $0.0   3/15/2016     M         2257      (2) 3/15/2016   Common Stock   2257.0   $0   0   D    

Explanation of Responses:
( 1)  Restricted stock units (RSUs) granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 1,674 shares to vest on March 15, 2015 and 1,675 shares to vest on March 15, 2016.
( 2)  Restricted stock units (RSUs) granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 2,256 shares to vest on March 15, 2014, 2,256 shares to vest on March 15, 2015 and 2,257 shares to vest on March 15, 2016.
( 3)  These shares were deducted to cover tax withholding obligations associated with the restricted stock award vesting on March 15, 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 3/15/2016
** 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 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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