SEC Filing | Comscore, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ACCEL VII LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2007		C		777,549⁽¹⁾	A	⁽⁹⁾	777,549	D⁽²⁾
Common Stock	07/02/2007		C		144,378⁽³⁾	A	⁽⁹⁾	921,927	D⁽²⁾
Common Stock	07/02/2007		C		582,400⁽⁴⁾	A	⁽⁹⁾	1,504,327	D⁽²⁾
Common Stock	07/02/2007		C		909,953⁽⁵⁾	A	⁽⁹⁾	2,414,280	D⁽²⁾
Common Stock	07/02/2007		C		1,883,002⁽⁶⁾	A	⁽⁹⁾	4,297,282	D⁽²⁾
Common Stock	07/02/2007		C		194,387⁽¹⁾	A	⁽⁹⁾	194,387	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Common Stock	07/02/2007		C		36,095⁽³⁾	A	⁽⁹⁾	230,482	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Common Stock	07/02/2007		C		145,600⁽⁴⁾	A	⁽⁹⁾	376,082	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Common Stock	07/02/2007		C		227,488⁽⁵⁾	A	⁽⁹⁾	603,570	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Common Stock	07/02/2007		C		470,751⁽⁶⁾	A	⁽⁹⁾	1,074,321	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Common Stock	07/02/2007		C		96,125⁽¹⁾	A	⁽⁹⁾	96,125	I⁽⁸⁾	Held by Accel Investors '99 L.P.
Common Stock	07/02/2007		C		17,848⁽³⁾	A	⁽⁹⁾	113,973	I⁽⁸⁾	Held by Accel Investors '99 L.P.
Common Stock	07/02/2007		C		72,000⁽⁴⁾	A	⁽⁹⁾	185,973	I⁽⁸⁾	Held by Accel Investors '99 L.P.
Common Stock	07/02/2007		C		112,494⁽⁵⁾	A	⁽⁹⁾	298,467	I⁽⁸⁾	Held by Accel Investors '99 L.P.
Common Stock	07/02/2007		C		232,789⁽⁶⁾	A	⁽⁹⁾	531,256	I⁽⁸⁾	Held by Accel Investors '99 L.P.

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁹⁾	07/02/2007		C			668,693	⁽⁹⁾	⁽⁹⁾	Common Stock	777,549	$0	0	D
Series B Preferred Stock	⁽⁹⁾	07/02/2007		C			72,779	⁽⁹⁾	⁽⁹⁾	Common Stock	144,378	$0	0	D
Series C Preferred Stock	⁽⁹⁾	07/02/2007		C			384,982	⁽⁹⁾	⁽⁹⁾	Common Stock	582,400	$0	0	D
Series D Preferred Stock	⁽⁹⁾	07/02/2007		C			809,207	⁽⁹⁾	⁽⁹⁾	Common Stock	909,953	$0	0	D
Series E Preferred Stock	⁽⁹⁾	07/02/2007		C			1,883,002	⁽⁹⁾	⁽⁹⁾	Common Stock	1,883,002	$0	0	D
Series A Preferred Stock	⁽⁹⁾	07/02/2007		C			167,174	⁽⁹⁾	⁽⁹⁾	Common Stock	194,387	$0	0	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Series B Preferred Stock	⁽⁹⁾	07/02/2007		C			18,196	⁽⁹⁾	⁽⁹⁾	Common Stock	36,095	$0	0	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Series C Preferred Stock	⁽⁹⁾	07/02/2007		C			96,246	⁽⁹⁾	⁽⁹⁾	Common Stock	145,600	$0	0	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Series D Preferred Stock	⁽⁹⁾	07/02/2007		C			202,302	⁽⁹⁾	⁽⁹⁾	Common Stock	227,488	$0	0	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Series E Preferred Stock	⁽⁹⁾	07/02/2007		C			470,751	⁽⁹⁾	⁽⁹⁾	Common Stock	470,751	$0	0	I⁽⁷⁾	Held by Accel Internet Fund III L.P.
Series A Preferred Stock	⁽⁹⁾	07/02/2007		C			82,669	⁽⁹⁾	⁽⁹⁾	Common Stock	96,125	$0	0	I⁽⁸⁾	Held by Accel Investors '99 L.P.
Series B Preferred Stock	⁽⁹⁾	07/02/2007		C			8,998	⁽⁹⁾	⁽⁹⁾	Common Stock	17,848	$0	0	I⁽⁸⁾	Held by Accel Investors '99 L.P.
Series C Preferred Stock	⁽⁹⁾	07/02/2007		C			47,594	⁽⁹⁾	⁽⁹⁾	Common Stock	72,000	$0	0	I⁽⁸⁾	Held by Accel Investors '99 L.P.
Series D Preferred Stock	⁽⁹⁾	07/02/2007		C			100,040	⁽⁹⁾	⁽⁹⁾	Common Stock	112,494	$0	0	I⁽⁸⁾	Held by Accel Investors '99 L.P.
Series E Preferred Stock	⁽⁹⁾	07/02/2007		C			232,789	⁽⁹⁾	⁽⁹⁾	Common Stock	232,789	$0	0	I⁽⁸⁾	Held by Accel Investors '99 L.P.

1. Name and Address of Reporting Person^*

ACCEL VII LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL VII ASSOCIATES LLC

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL INTERNET FUND III LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL INTERNET FUND III ASSOCIATES LLC

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL INVESTORS 99 LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PATTERSON ARTHUR C

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BREYER JAMES

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SWARTZ JAMES R

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WAGNER J PETER

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GOUW RANZETTA THERESIA

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. Conversion of Preferred Series A to Common Stock.

2. Shares are directly owned by Accel VII L.P. Accel VII Associates L.L.C. is the General Partner of Accel VII L.P. and has the sole voting and investment power. James W. Breyer, Arthur C. Patterson, Theresia G. Ranzetta, James R. Swartz, and J. Peter Wagner are the Managing Members of Accel VII Associates L.L.C. and share such powers. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

3. Conversion of Preferred Series B to Common Stock.

4. Conversion of Preferred Series C to Common Stock.

5. Conversion of Preferred Series D to Common Stock.

6. Conversion of Preferred Series E to Common Stock.

7. Shares are directly owned by Accel Internet Fund III L.P. Accel Internet Fund III Associates L.L.C. is the General Partner of Accel Internet Fund III L.P. and has the sole voting and investment power. James W. Breyer, Arthur C. Patterson, Theresia G. Ranzetta, James R. Swartz, and J. Peter Wagner are the Managing Members of Accel Internet Fund III Associates L.L.C. and share such powers. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

8. Shares are directly owned by Accel Investors '99 L.P. James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta, James R. Swartz, and J. Peter Wagner are the General Partners of Accel Investors '99 L.P. and share such powers. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

9. The convertible preferred stock converted into Issuer's common stock automatically upon a initial public offering and had no expiration date

	Tracy L. Sedlock, as Attorney in Fact for the Reporting Persons	07/02/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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