SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Fink Gregory A (Last) (First) (Middle) C/O COMSCORE INC. 11950 DEMOCRACY DR. STE. 600 (Street) RESTON VA 20190 (City) (State) (Zip)	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 Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	03/01/2021		M		4,881	A	$0(1)	38,006	D
Common Stock	03/01/2021		F		1,728(2)	D	$4.02	36,278	D
Common Stock	03/01/2021		M		8,251(3)	A	$0(1)	44,529	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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(1)	03/01/2021		M			4,881	(4)	(4)	Common Stock	4,881	$0	0	D
Restricted Stock Units	$0.0(1)	03/01/2021		M			8,251	(5)	(5)	Common Stock	8,251	$0	0	D

Explanation of Responses:

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

2. These shares were withheld to fulfill tax withholding obligations associated with the vesting of the performance-based restricted stock units on March 1, 2021. This was not an open market sale.

3. The shares of common stock of the Company underlying these restricted stock units will be delivered no earlier than May 1, 2021 and no later than December 31, 2021.

4. This performance-based restricted stock unit award was granted on September 7, 2018 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award vested on March 1, 2021 subject to the reporter's continued employment with the Company on the vesting date and the achievement of certain revenue and adjusted EBITDA goals set forth in a Performance Restricted Stock Units Award Agreement. The reporter earned 4,881 of the 16,502 performance-based restricted stock units granted in 2018.

5. This restricted stock unit award was granted on September 7, 2018 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award vested in three equal annual installments, beginning on March 1, 2019, subject to the reporter's continued employment with the Company on each vesting date.

Remarks:

	/s/ Ashley Wright, Attorney-in-Fact	03/03/2021
	** 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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