Sec Form 4 Filing - Green John M @ COMSCORE, INC. - 2009-05-18

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 Green John M 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 Financial Officer (Last) (First) (Middle) C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2009 (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 05/18/2009 A 10,000 ( 1 ) A $ 0 123,965 D Common Stock 05/18/2009 A 1,645 ( 1 ) A $ 0 125,610 D Common Stock 05/18/2009 D 15,000 ( 2 ) D $ 0 110,610 D Common Stock 05/18/2009 D 20,062 ( 3 ) D $ 0 90,548 D Common Stock 05/18/2009 D 15,151 ( 4 ) D $ 0 75,397 D Common Stock 05/18/2009 D 2,683 ( 5 ) D $ 0 72,714 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 Common Stock - ISO Grant $ 7.5 05/18/2009 D 13,333 ( 6 ) 05/18/2009 05/18/2016 Common Stock - ISO Grant 13,333 $ 7.5 0 D Common Stock - NQ Grant $ 7.5 05/18/2009 D 5,627 ( 7 ) 05/18/2009 05/08/2016 Common Stock - NQ Grant 5,627 $ 7.5 51,874 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green John M C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE RESTON, VA20190 Chief Financial Officer Signatures /s/ Christiana L. Lin, Attorney in Fact 05/20/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of Restricted Stock with 25% of the shares vesting annually over a four year period from the date of grant. ( 2 )The unvested shares of the restricted stock grant dated 3/25/07 was cancelled by mutual agreement of the reporting person and comScore, Inc. ( 3 )The unvested shares of the restricted stock grant dated 2/18/08 was cancelled by mutual agreement of the reporting person and comScore, Inc. ( 4 )The restricted stock grant dated 2/18/09 was, in part, cancelled by mutual agreement of the reporting person and comScore. 11,083 shares will continue to vest and will become fully vested on 2/18/2010. ( 5 )The entire grant of restricted stock granted on 2/18/2009 was cancelled by mutual agreement of the reporting person and comScore, Inc. ( 6 )The unvested options in the amount of 13,333 was cancelled by mutual agreement of the reporting person and comScore, Inc. ( 7 )A portion of the unvested options in the amount of 5,627 shares was cancelled by mutual agreement of the reporting person and comScore. The uncancelled shares will continue to vest monthly and will become fully vested on November 8, 2009.

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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