Sec Form 4 Filing - Wilson Christopher T @ COMSCORE, INC. - 2020-01-28

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) 01/28/2020 (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 01/28/2020 M 4,946 A $ 0 ( 1 ) 89,082 D Common Stock 01/28/2020 M 9,165 A $ 0 ( 1 ) 98,247 D Common Stock 01/28/2020 F 4,665 ( 2 ) D $ 4.48 93,582 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 ( 3 ) $ 0 ( 1 ) 01/28/2020 M 4,946 ( 4 ) ( 4 ) Common Stock 4,946 $ 0 0 D Restricted Stock Units ( 3 ) $ 0 ( 1 ) 01/28/2020 M 9,165 ( 5 ) ( 5 ) Common Stock 9,165 $ 0 0 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 01/30/2020 Signature of Reporting Person Date

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 restricted stock units on 1/28/2020. This was not an open market sale. ( 3 )The reporter was initially granted restricted stock unit awards under Rentrak Corporation's 2011 Incentive Plan. These awards were assumed by the Company in its merger with Rentrak Corporation and converted into restricted stock unit awards in respect of shares of the Company's common stock pursuant to the Agreement and Plan of Merger and Reorganization dated as of September 29, 2015. ( 4 )9,893 vested on 1/28/2018, 4,947 vested on 1/28/2019 and 4,946 vested on 1/28/2020, in each case subject to the reporter's continued status as a service provider of the Company on each vesting date. ( 5 )18,333 vested on 1/28/2018, 9,167 vested on 1/28/2019 and 9,165 vested on 1/28/2020, in each case subject to the reporter's continued status as a service provider of the Company on 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).

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