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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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 *

Cerberus Capital Management, L.P.
2. Issuer Name and Ticker or Trading Symbol

COMSCORE, INC. [ SCOR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

875 THIRD AVENUE, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2021
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0 (1)3/10/2021  A   26969     (2) (2)Common Stock 26969 $0 26969 D (3) 

Explanation of Responses:
(1) Each restricted stock unit represents a contingent right to receive one share of the common stock ("Common Stock") of comScore, Inc. (the "Company").
(2) This restricted stock unit award (the "Stock Award") was granted to Nana Banerjee pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. The Stock Award, which is prorated for partial service during the 2020-2021 director term, will vest in full on the earliest of (i) the date of the Company's 2021 annual meeting of stockholders, (ii) June 30, 2021, and (iii) the date of a change in control of the Company, subject in each case to Nana Banerjee's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be delivered in shares of Common Stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.
(3) Nana Banerjee assigned all of his rights and interests in the Stock Award to Cerberus Capital Management, L.P.

Remarks:
For the purposes of Section 16 of the Securities Exchange Act, the interests of Cerberus Capital Management, L.P. and Pine Investor, LLC are limited to the pecuniary interest, if any, of each of Cerberus Capital Management, L.P. and Pine Investor, LLC, respectively, in the securities of the issuer covered by the Section 16 reports of the reporting persons, including this report.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Cerberus Capital Management, L.P.
875 THIRD AVENUE
11TH FLOOR
NEW YORK, NY 10022
XX

Pine Investor, LLC
875 THIRD AVENUE
NEW YORK, NY 10022
XX


Signatures
Cerberus Capital Management, L.P., By: /s/ Alexander D. Benjamin4/12/2021
**Signature of Reporting PersonDate

Pine Investor, LLC, By: /s/ Alexander D. Benjamin4/12/2021
**Signature of Reporting PersonDate

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