Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Brown Michael Andrew
2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2015
3. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [SCOR]
(Last)
(First)
(Middle)
11950 DEMOCRACY DRIVE, SUITE 600
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RESTON, VA 20190
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 23,496 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 02/18/2015 11/07/2017 Restricted Stock Units 57,354 (2) $ 0 D  
Stock Options 11/07/2017 11/07/2024 Stock Options 109,414 (3) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown Michael Andrew
11950 DEMOCRACY DRIVE
SUITE 600
RESTON, VA 20190
      Chief Technology Officer  

Signatures

/s/ Christiana Lin, Attorney-in-Fact 02/13/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 22,643 restricted stock awards (RSAs) granted pursuant to the terms of comScore Inc. 2007 Equity Incentive Plan. 3,750 shares to vest on February 18, 2015. 1,396 shares to vest on March 15, 2015. 8,750 shares to vest on March 15, 2015. 8,750 shares to vest on March 15, 2016
(2) Restricted stock units (RSUs) granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 11,200 shares to vest on February 18, 2015. 3,930 shares to vest on March 15, 2015. 11,200 shares to vest on February 18, 2016. 3,932 shares to vest on March 15, 2016. 11,350 shares to vest on February 18, 2017. 15,742 shares to vest, if at all, in four increments as follows, 7,557 shares, 1,575 shares, 3,464 shares, 3,146 shares, if the average daily closing price of SCOR's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $60.00, respectively.
(3) Stock Options granted pursuant to terms of comScore, Inc. 2007 Equity Incentive Plan. The option becomes exercisable, if at all, in four increments as follows, 72,214 shares, 10,942 shares, 15,318 shares, 10,940 shares, if the average daily closing price of SCOR's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $60.00, respectively.

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