SEC Filing | Comscore, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

FULGONI GIAN

(Last)

(First)

(Middle)

11465 SUNSET HILLS ROAD

SUITE 200

(Street)

RESTON

29190

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2007

3. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	1,339,206⁽¹⁾	D
Restricted Stock	75,000⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option Grant	⁽³⁾	12/15/2013	Common Stock	233,345	0.25	D

Explanation of Responses:

1. This total includes 1,054,650 shares of Founders Stock; 42,373 shares converted from Series C-1 prefered stock and 242,183 shares exercised from the stock option granted 12/16/03.

2. 25% of the Shares of Restricted Stock shall vest in equal yearly installments over a four (4) year period on each anniversary of the date of grant.

3. Vesting is based on milestones related to performance, of which, a total of 158,509 shares are vested as of the date herein. Any unvested shares remaining under the this option grant, including any shares not addressed by the milestones, shall vest on the earlier of (i) December 16, 2009 or (ii) the consummation of a change in control, provided that the reporting person remains a service provider.

Remarks:

	/s/ Christiana L. Lin, Attorney in fact	06/26/2007
	** 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 Number.