Sec Form 4 Filing - Wilson Christopher T @ COMSCORE, INC. - 2019-05-22

FORM 4 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) 05/22/2019 (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

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 $ 10.35 05/22/2019 A 150,000 ( 1 ) 05/22/2029 Common Stock 150,000 $ 0 150,000 D Restricted Stock Units $ 0 ( 2 ) 05/22/2019 A 225,000 ( 3 ) ( 3 ) Common Stock 225,000 $ 0 225,000 D Restricted Stock Units $ 0 ( 2 ) 05/22/2019 A 41,254 ( 4 ) ( 4 ) Common Stock 41,254 $ 0 41,254 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 05/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This stock option was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the "Plan") and vests and becomes exercisable in four equal annual increments beginning on 5/22/2020, subject to the reporter's continuous service with the Company through each vesting date. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. ( 3 )This performance-based restricted stock unit award was granted pursuant to the terms of the Plan. This award will be eligible to vest on annual measurement dates through the tenth anniversary of the date of grant, subject to the achievement of certain stock price goals set forth in the Performance Restricted Stock Units Award Agreement on or prior to each vesting date. The reporter may earn up to 100% of the number of performance-based restricted stock units granted, depending on the level of achievement. ( 4 )This restricted stock unit award was granted pursuant to the terms of the Plan. This award will vest in three equal installments on 5/30/2019, 3/1/2020 and 3/1/2021, subject to the reporter's continuous service with the Company through each vesting 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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