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* Spencer Michelle (Last) (First) (Middle) 11950 DEMOCRACY DR STE. 600 (Street) RESTON VA 20190 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2017	3. Issuer Name and Ticker or Trading Symbol COMSCORE, INC. [ SCOR ]
		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	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	1,343	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option Right to Buy(1)	04/04/2012(2)	04/04/2022	Common Stock	11,500	17.55	D
Stock Option Right to Buy(1)	01/29/2016(3)	04/07/2021	Common Stock	7,762	23.22	D
Stock Option Right to Buy(1)	01/29/2016(3)	06/07/2020	Common Stock	1,437	19.07	D
Restricted Stock Units(4)	(5)	(5)	Common Stock	3,026	0.0(6)	D
Restricted Stock Units(4)	(7)	(7)	Common Stock	3,680	0.0(6)	D
Restricted Stock Units(4)	(8)	(8)	Common Stock	2,587	0.0(6)	D

Explanation of Responses:

1. The reporter was initially granted stock options to purchase shares of Rentrak Corporation ("Rentrak") pursuant to the Rentrak 2011 Incentive Plan (the "2011 Plan") and the Rentrak 2005 Stock Incentive Plan (the "2005 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 (the "Merger Agreement"), the assumed stock options were converted into stock options to purchase shares of the Issuer's common stock calculated based on the exchange ratio used to convert outstanding Rentrak common shares into shares of the Issuer's common stock pursuant to the Merger Agreement (the "Exchange Ratio") and the exercise price was adjusted automatically to reflect the Exchange Ratio.

2. Award vested on 1/29/2016 and 4/4/2016. 9,200 options are fully exercisable. 2,300 options will vest on 4/4/2017, subject to the reporter's continued status as a service provider of the Issuer at the time of the vesting date.

3. Award vested on 1/29/2016. Option is fully exercisable.

4. The reporter was initially granted restricted stock unit awards under Rentrak's 2011 Plan, which were assumed by the Issuer in the merger and converted into restricted stock unit awards in respect of shares of the Issuer's common stock calculated based on the Exchange Ratio.

5. Award began vesting in five equal annual installments on 3/24/2016, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.

6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

7. Award began vesting in four equal annual installments on 9/24/2016, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.

8. Award began vesting in three equal annual installments on 10/1/2016, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of each vesting date.

Remarks:

	/s/ David Chemerow	02/10/2017
	** 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).
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