Sec Form 3 Filing - Wilson Christopher T @ COMSCORE, INC. - 2019-04-12

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wilson Christopher T 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 Commercial Officer (Last) (First) (Middle) C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE STE. 600 3. Date of Earliest Transaction (MM/DD/YY) 04/12/2019 (Street) RESTON, VA20190 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 66,914 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Option Right to Buy ( 1 ) $ 17.55 04/04/2012( 2 ) 04/04/2022 Common Stock 46,000 D Restricted Stock Units ( 3 ) $ 0 ( 5 ) ( 4 ) ( 4 ) Common Stock 5,000 D Restricted Stock Units ( 6 ) $ 0 ( 5 ) ( 7 ) ( 7 ) Common Stock 4,946 D Restricted Stock Units ( 6 ) $ 0 ( 5 ) ( 8 ) ( 8 ) Common Stock 9,165 D Restricted Stock Units ( 6 ) $ 0 ( 5 ) ( 9 ) ( 9 ) Common Stock 2,824 D Restricted Stock Units ( 10 ) $ 0 ( 5 ) ( 11 ) ( 11 ) Common Stock 30,954 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson Christopher T C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE STE. 600 RESTON, VA20190 Chief Commercial Officer Signatures /s/ Carol DiBattiste, Attorney-in-Fact 04/22/2019 Signature of Reporting Person Date

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"). In connection with the acquisition of Rentrak by the Company, 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 Company's common stock calculated based on the exchange ratio used to convert outstanding Rentrak common shares into shares of the Company's common stock pursuant to the Merger Agreement (the "Exchange Ratio") and the exercise price was adjusted automatically to reflect the Exchange Ratio. ( 2 )The award vested on 1/29/2016 and 4/4/2017. Option is fully exercisable. ( 3 )This restricted stock unit award was granted on 2/15/2016 pursuant to the terms of the comScore, Inc. 2007 Equity Incentive Plan. ( 4 )5,000 vested on 2/15/2019. The remaining 5,000 will vest on 2/15/2020, subject to the reporter's continued status as a service provider of the Company on the vesting date. ( 5 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. ( 6 )The reporter was initially granted restricted stock unit awards under Rentrak's 2011 Plan, which were assumed by the Company in the merger and converted into restricted stock unit awards in respect of shares of the Company's common stock calculated based on the Exchange Ratio. ( 7 )9,893 vested on 1/28/2018 and 4,947 on 1/28/2019. The remaining 4,946 will vest on 1/28/2020, subject to the reporter's continued status as a service provider of the Company on the vesting date. ( 8 )18,333 vested on 1/28/2018 and 9,167 on 1/28/2019. The remaining 9,165 will vest on 1/28/2020, subject to the reporter's continued status as a service provider of the Company on the vesting date. ( 9 )2,824 vested on 12/4/2016, 2,824 on 12/4/2017, and 2,825 on 12/4/2018. The remaining 2,824 will vest on 12/4/2019, subject to the reporter's continued status as a service provider of the Company on the vesting date. ( 10 )This restricted stock unit award was granted on 6/5/2018 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. ( 11 )10,318 vested on 8/15/2018. The remaining 30,954 will vest in three equal annual installments beginning 8/15/2019, subject to the reporter's continued service with the Company on each vesting date.

Remarks: Exhibit 24 - 2019 POA Wilson

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