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* FISHER ITZHAK (Last) (First) (Middle) C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE, 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/16/2021
	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	12/16/2021		A(1)		89,888	A	(1)	89,888	I	By Pereg Holdings, LLC
Common Stock								126,969	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
Stock Option (right to buy)	$0.82	12/16/2021		A(2)		22,473		(3)	03/30/2027	Common Stock	22,473	(2)	22,473	D
Stock Option (right to buy)	$0.82	12/16/2021		A(2)		67,416		(3)	03/30/2027	Common Stock	67,416	(2)	67,416	D
Stock Option (right to buy)	$0.88	12/16/2021		A(2)		34,696		(3)	05/18/2029	Common Stock	34,696	(2)	34,696	D
Stock Option (right to buy)	$0.97	12/16/2021		A(2)		33,044		(3)	05/26/2031	Common Stock	33,044	(2)	33,044	D

Explanation of Responses:

1. On December 16, 2021, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Shareablee, Inc. ("Shareablee") and the other parties thereto, the Company acquired Shareablee (the "Transaction"). In connection with the Transaction, 272,027 shares of Shareablee preferred stock held by Pereg Holdings, LLC ("Pereg") were converted into the right to receive 89,888 shares of Company common stock. The Merger Agreement also provides that Pereg may receive up to $108,018 of deferred consideration, subject to the conditions and timing in the Merger Agreement, payable at the Company's option in any combination of cash and Company common stock, with any issuance of common stock to be based on the volume-weighted average trading price of the common stock for the 10 trading days prior to the date of release. The issuance was approved by the Company's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act").

2. In connection with the Transaction, options to purchase 68,007 shares of Shareablee common stock, 204,020 shares of Shareablee common stock, 105,000 shares of Shareablee common stock and 100,000 shares of Shareablee common stock held by the reporting person were converted into options to purchase 22,473 shares of Company common stock, 67,416 shares of Company common stock, 34,696 shares of Company common stock and 33,044 shares of Company common stock, respectively. The Merger Agreement also provides that the reporting person may receive up to $189,421 of deferred consideration, subject to the conditions and timing in the Merger Agreement, payable at the Company's option in any combination of cash and Company common stock, with any issuance of common stock to be based on the volume-weighted average trading price of the common stock for the 10 trading days prior to the date of release. The issuance was approved by the Company's board of directors pursuant to Exchange Act Rule 16b-3.

3. Each option award vests and becomes exercisable 35% on June 15, 2022, an additional 50% on December 15, 2022, and the remaining 15% on June 15, 2023.

Remarks:

	/s/ Ashley Wright, Attorney-in-Fact	12/20/2021
	** Signature of Reporting Person	Date
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