SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment
No. 1)*
|
comScore,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
20564W105
|
|
(CUSIP
Number)
|
|
December
31, 2010
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
x Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on following pages)
Page 1 of
16
Exhibit
Index Contained on Page 14
|
CUSIP
NO. 20564W105
|
13
G
|
Page 2
of 16
Pages
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel
VII L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 3
of 16
Pages
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel
VII Associates L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 4
of 16
Pages
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel
Internet Fund III L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 5
of 16
Pages
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel
Internet Fund III Associates
L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 6
of 16
Pages
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel
Investors ’99 L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 7
of 16
Pages
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James
W. Breyer
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,702 shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
2,702 shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,702
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 8
of 16
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Arthur
C. Patterson
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
255,444 shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
255,444 shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
255,444
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 9
of 16
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Theresia
Gouw
Ranzetta
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,489 shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
2,489 shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,489
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 10
of 16
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
James
R.
Swartz
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
119,597 shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
119,597 shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
119,597
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
|
CUSIP
NO. 20564W105
|
13
G
|
Page 11
of 16
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J.
Peter
Wagner
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,467 shares.
|
|
|
6
|
SHARED
VOTING POWER
0
shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
2,467 shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,467
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
Page 12
of 16
This
Amendment No. 1 amends the statement on Schedule 13G filed by Accel VII L.P., a
Delaware limited partnership (“A7”), Accel VII Associates L.L.C., a Delaware
limited liability company and the general partner of A7 (“A7A”), Accel Internet
Fund III L.P., a Delaware limited partnership (“AIF3”), Accel Internet Fund III
Associates, L.L.C., a Delaware limited liability company and the general partner
of AIF3 (“AIF3A”), and Accel Investors ’99 L.P., a Delaware limited partnership
(“AI99”), James W. Breyer (“Breyer”), a general partner of AI99 and a managing
member of A7A and AIF3A, Arthur C. Patterson (“Patterson”), a general partner of
AI99 and a managing member of A7A and AIF3A, Theresia Gouw Ranzetta
(“Ranzetta”), a general partner of AI99 and a managing member of A7A and AIF3A,
James R. Swartz (“Swartz”), a general partner of AI99 and a managing member of
A7A and AIF3A, and J. Peter Wagner (“Wagner”), a general partner of AI99 and a
managing member of A7A and AIF3A. The foregoing entities and
individuals are collectively referred to as the “Reporting
Persons.” Only those items to which there has been a change are
included in this Amendment No. 1.
|
ITEM
4.
|
OWNERSHIP:
|
The
following information with respect to the ownership of the Common Stock of the
issuer by the persons filing this Statement is provided as of December 31,
2010:
|
|
(a)
|
Amount beneficially
owned:
|
|
|
See
Row 9 of cover page for each Reporting
Person.
|
|
|
(b)
|
Percent of
Class:
|
|
|
See
Row 11 of cover page for each Reporting
Person.
|
|
|
(c)
|
Number of shares as to
which such person has:
|
|
|
(i)
|
Sole power to vote or
to direct the vote:
|
See Row 5
of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote
or to direct the vote:
|
See Row 6
of cover page for each Reporting Person.
|
|
(iii)
|
Sole power to dispose
or to direct the disposition
of:
|
See Row 7
of cover page for each Reporting Person.
|
|
(iv)
|
Shared power to
dispose or to direct the disposition
of:
|
See Row 8
of cover page for each Reporting Person.
|
ITEM
5.
|
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS:
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following:
x Yes
Page 13 of 16
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: February
10, 2011
|
Entities:
|
||
|
Accel
VII L.P.
|
||
|
Accel
Internet Fund III L.P.
|
||
|
Accel
Investors ‘99 L.P.
|
||
|
Accel
VII Associates L.L.C.
|
By:
|
/s/ Tracy L. Sedlock
|
|
Accel
Internet Fund III Associates L.L.C.
|
Tracy
L. Sedlock, Attorney-in-fact
|
|
|
for
above-listed entities
|
||
|
Individuals:
|
||
|
James
W. Breyer
|
||
|
Arthur
C. Patterson
|
||
|
Theresia
Gouw Ranzetta
|
By:
|
/s/ Tracy L. Sedlock
|
|
James
R. Swartz
|
Tracy
L. Sedlock, Attorney-in-fact
|
|
|
J.
Peter Wagner
|
for
above-listed individuals
|
|
Page 14 of 16
EXHIBIT
INDEX
|
Found
on
|
||
|
Sequentially
|
||
|
Exhibit
|
Numbered Page
|
|
|
Exhibit
A: Agreement of Joint Filing
|
15
|
|
|
Exhibit
B: Reference to Tracy L. Sedlock as
Attorney-in-Fact
|
16
|
Page 15 of 16
EXHIBIT
A
Agreement of Joint
Filing
The
Reporting Persons hereby agree that a single Schedule 13G (or any amendment
thereto) relating to the Common Stock of comScore, Inc. shall be filed on behalf
of each of the Reporting Persons. Note that copies of the applicable
Agreement of Joint Filing are already on file with the appropriate
agencies.
Page 16 of
16
EXHIBIT
B
REFERENCE
TO TRACY L. SEDLOCK AS ATTORNEY-IN-FACT
Tracy L.
Sedlock has signed the enclosed documents as Attorney-In-Fact. Note
that a copy of the applicable Power of Attorney is already on file with the
appropriate agencies.