Sec Form 4 Filing - Engel William E @ COMSCORE, INC. - 2017-06-04

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 Engel William E 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) (Last) (First) (Middle) C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2017 (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 06/04/2017 M 1,688 A $ 0 ( 1 ) 53,546 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 Restricted Stock Units ( 2 ) $ 0 ( 1 ) 06/04/2017 M 1,688 ( 3 ) ( 3 ) Common Stock 1,688 $ 0 13,503 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Engel William E C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE, 6TH FLOOR RESTON, VA20190 X Signatures /s/ David Chemerow, Attorney-in-Fact 06/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 2 )The reporter was initially granted restricted stock unit awards under Rentrak's 2011 Incentive Plan on 6/4/2015. 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"), these were assumed by the Issuer and converted into restricted stock unit awards in respect of the Issuer's common stock calculated based on the Exchange Ratio (as defined in the Merger Agreement). ( 3 )The reporter was initially granted 16,879 restricted stock units on 6/4/2015, with the following vesting schedule: 1,688 vested on 6/3/2016, 1,688 vested on 6/4/2017, 1,688 to vest on 6/4/2018, 1,688 to vest on 6/4/2019, 1,688 to vest on 6/3/2020, 1,688 to vest on 6/3/2021, 1,688 to vest on 6/3/2022, 1,688 to vest on 6/3/2023, 1,688 to vest on 6/3/2024 and 1,687 to vest on 6/3/2025, in each case subject to the reporter's continued status as a service provider of the Issuer at the time of 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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