Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Wilson Christopher 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 Commercial Officer
(Last)          (First)          (Middle) C/O COMSCORE, INC., 11950 DEMOCRACY DRIVE STE. 600	3. Date of Earliest Transaction (MM/DD/YYYY) 2/15/2020
(Street) RESTON, VA 20190 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/15/2020		M		5000	A	$0 (1)	98583 (2)	D
Common Stock	2/15/2020		F		1963 (3)	D	$3.90 (1)	96620	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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 Units (4)	$0.0 (1)	2/15/2020		M			5000	(5)	(5)	Common Stock	5000.0	$0	0	D

Explanation of Responses:
(1)	Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
(2)	This amount includes one additional share of the Company's common stock that was not previously included in the reporter's beneficial ownership due to an administrative error. The amount reflects that 3,596 shares, rather than 3,597 shares, were withheld upon the vesting of 10,318 shares on 8/15/2019 to satisfy tax withholding obligations.
(3)	These shares were withheld to fulfill tax withholding obligations associated with the vesting of restricted stock units on 2/15/2020. This was not an open market sale.
(4)	This restricted stock unit award was granted on 2/15/2016 pursuant to the terms of the comScore, Inc. 2007 Equity Incentive Plan.
(5)	5,000 shares vested on 2/15/2019, and 5,000 shares on 2/15/2020, subject to the reporter's continued status as a service provider of the Company on each vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wilson Christopher T C/O COMSCORE, INC. 11950 DEMOCRACY DRIVE STE. 600 RESTON, VA 20190			Chief Commercial Officer

Signatures
/s/ Carol DiBattiste, Attorney-in-Fact		2/19/2020
**Signature of Reporting Person		Date