Ownership Submission
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 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. 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 Technology Officer
(Last)
(First)
(Middle)
11950 DEMOCRACY DRIVE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
02/11/2015
(Street)

RESTON, VA 20190		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/11/2015   A   2,805 (1) A $ 0 26,301 D  
Common Stock 02/11/2015   F   1,021 (2) D $ 43.16 25,280 D  
Common Stock 02/18/2015   M   2,475 (3) A $ 0 27,755 D  
Common Stock 02/18/2015   M   2,475 (3) A $ 0 30,230 D  
Common Stock 02/18/2015   M   6,250 (4) A $ 0 36,480 D  
Common Stock 02/18/2015   F   4,941 (5) D $ 51.81 31,539 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 Unit $ 0 02/11/2015   A   2,805     (6) 02/18/2017 Common Stock 2,805 $ 0 2,805 D  
Restricted Stock Units $ 0 02/18/2015   M     2,475   (3) 02/18/2017 Common Stock 2,475 $ 0 12,525 D  
Restricted Stock Units $ 0 02/18/2015   M     2,475   (3) 02/18/2017 Common Stock 2,475 $ 0 10,050 D  
Restricted Stock Units $ 0 02/18/2015   M     6,250   (4) 02/17/2018 Common Stock 6,250 $ 0 12,500 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   02/20/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted stock award granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. Shares vested immediately on February 11, 2015.
(2) These shares were deducted to cover tax withholding obligations associated with the restricted stock award vesting on February 11, 2015.
(3) The Compensation Committee of the Company's Board of Directors approved a one-time promotion award of 15,000 shares. 50% of this promotion award (or 7,500 shares) will be earned based onCompany-performance targets established for 2014. The Company-performance targets are 50% based on revenue and 50% based on adjusted EBITDA performance. The performance-based portion of this awardwill be determined on or around February 18, 2015, with 2,475 shares subject to immediately vest at the time of award, 2,475 shares to vest on February 18, 2016, and 2,550 shares to vest on February 18, 2017. The remaining 50% of this promotion award (or 7,500 shares) will vest in three equal installments on February 18, 2015, 2016, and 2017. In each case, the vesting will be subject to Mr. Brown's continuation as a service provider to the Company.
(4) Granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. One fourth (1/4) to vest each year beginning on February 18, 2014 and annually thereafter on future anniversaries of the Vesting Commencement Date, provided that the recipient continues to provide services to the Company through each such date.
(5) These shares were deducted in order to cover tax withholding obligations associated with the restricted stock award vesting on February 18, 2015.
(6) Restricted stock units granted pursuant to the terms of comScore, Inc. 2007 Equity Incentive Plan. 1,402 shares will vest on February 18, 2016, and 1,403 shares will vest on February 18, 2017, provided that the recipient continues to provide services through each such date.

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