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Filing Details

Accession Number:: 0001254384-11-000005
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-02 18:10:44
Reporting Period:: 2011-04-28

Filing Date:: 2011-05-02
Accepted Time:: 2011-05-02 18:10:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1158172	Comscore Inc.	SCOR	Services-Business Services, Nec (7389)	541955550

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1254384	Gian Fulgoni	C/O Comscore, Inc. 11950 Democracy Drive Reston VA 20190	Executive Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2011-04-29	21,900	$30.13	635,254	No	4	S	Direct
Common Stock	Disposition	2011-05-02	58,100	$30.33	577,154	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Unit	Acquisiton	2011-04-28	11,654	$0.00	11,654	$0.00
Common Stock	Restricted Stock Unit	Acquisiton	2011-04-28	15,871	$0.00	15,871	$0.00
Common Stock	Restricted Stock Unit	Acquisiton	2011-04-28	40,564	$0.00	40,564	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
11,654	No	4	A	Direct
15,871	No	4	A	Direct
40,564	No	4	A	Direct

Footnotes

Shares disposed of pursuant to a 10b5-1 plan entered into in November 2010.
Each restricted stock unit represents a contingent right to receive one share of comScore, Inc. (the "Company") common stock.
These restricted stock units are intended to represent the foregone cash salaries of the Reporting Person for the period from March 1, 2011 to December 31, 2011. These units shall vest on January 1, 2012, subject to the Reporting Person's continued employment through such date; provided, however, that to the extent the value of the restricted stock units on December 31, 2011 exceeds the salary foregone by the Reporting Person based on the then-closing price of the Company's common stock as reported on the NASDAQ Global Market, such number of restricted stock units representing the value of shares in excess of the foregone salary shall not vest and shall immediately forfeit to the Company.
These restricted stock units were issued to the Reporting Person pursuant to the short-term bonus component of the Company's 2011 Executive Bonus Plan. These restricted stock units shall vest as to the value of the short-term bonus earned by the Reporting Person as determined by the Compensation Committee (the "Committee") of the Company's Board of Directors and based on the closing price of the Company's common stock as reported on the NASDAQ Global Market at the time of determination, which is expected to be in first quarter 2012. To the extent the value of the restricted stock units based on the closing price of the Company's common stock as reported on the NASDAQ Global Market at the time of determination exceeds the awarded short-term bonus at the time such determination is made, such number of restricted stock units representing the value of shares in excess of the short-term bonus shall not vest and shall immediately forfeit to the Company.
These restricted stock units were issued to the Reporting Person pursuant to the long-term bonus component of the Company's 2011 Executive Bonus Plan. These restricted stock units vest as to the value of the long-term bonus earned by the Reporting Person as determined by the Committee and based on the closing price of the Company's common stock as reported on the NASDAQ Global Market at the time of determination, which is expected to be in first quarter 2012. To the extent the value of the restricted stock units based on the closing price of the Company's common stock as reported on the NASDAQ Global Market at the time of determination exceeds the awarded long-term bonus at the time such determination is made, such number of restricted stock units representing the value of shares in excess of the long-term bonus shall not become eligible to vest and shall immediately forfeit to the Company. To the extent the value of the restricted stock units awarded to each named executive officer for long-term bonus are less than the awarded bonus based on the closing price of the Company's common stock as reported on the NASDAQ Global Market at the time of determination, the Company shall award additional shares of common stock representing the shortfall. One-quarter of the number of shares of the that are determined to be eligible for vesting with respect to their long-term bonus shall vest immediately upon the date of determination, and one-quarter of the shares eligible to vest would vest annually thereafter beginning on the first anniversary of the date of determination until all the shares eligible to vest have vested, subject to continued employment through each of the vesting dates.