Sec Form 3 Filing - Dale Gregory T @ COMSCORE, INC. - 2022-08-23

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 Dale Gregory 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 Operating Officer (Last) (First) (Middle) C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2022 (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)( 1 )( 2 ) $ 0.57 ( 3 ) 04/13/2025 Common Stock 3,305 D Stock Option (right to buy)( 1 )( 2 ) $ 1.45 ( 3 ) 07/18/2028 Common Stock 73,027 D Stock Option (right to buy)( 1 )( 2 ) $ 0.97 ( 4 ) 05/26/2031 Common Stock 66,088 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dale Gregory T C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE, SUITE 600 RESTON, VA20190 Chief Operating Officer Signatures /s/ Ashley Wright, Attorney-in-Fact 08/25/2022 Signature of Reporting Person Date

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, options to purchase 10,000 shares, 221,000 shares and 200,000 shares of Shareablee common stock held by the reporting person were converted into options to purchase 3,305 shares, 73,027 shares and 66,088 shares of Company common stock, respectively. The issuance was approved by the Company's board of directors pursuant to Exchange Act Rule 16b-3. ( 2 )The Merger Agreement also provides that the reporting person may receive up to $171,144 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 )This 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. ( 4 )This option award vests and becomes exercisable 25% on May 26, 2022, and the remaining 75% in 36 successive equal monthly installments, in each case subject to the reporting person's continued service with the Company through each vesting date.

Remarks: Exhibit 24 - POA Dale

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