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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
COMSCORE, INC.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
20564W105
(CUSIP Number)
 
Barbara Parker
Sageview Capital LP
55 Railroad Avenue
Greenwich, CT 06830
Tel. No.: 203-625-4230
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
with a copy to
 
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
 
January 19, 2012
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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).
 
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 2 of 16


 
1
NAME OF REPORTING PERSON
 
Sageview Capital Master, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,467,154
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
1,467,154
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,467,154
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
  
14
TYPE OF REPORTING PERSON*
 
PN
  

 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 3 of 16


 
1
NAME OF REPORTING PERSON
 
Sageview Capital Partners (A), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,467,154
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,467,154
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,467,154
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
  
14
TYPE OF REPORTING PERSON*
 
PN
  

 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 4 of 16


 
1
NAME OF REPORTING PERSON
 
Sageview Capital Partners (B), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,467,154
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,467,154
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,467,154
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
  
14
TYPE OF REPORTING PERSON*
 
PN
  
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 5 of 16


 
1
NAME OF REPORTING PERSON
 
Sageview Partners (C) (Master), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,467,154
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,467,154
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,467,154
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
  
14
TYPE OF REPORTING PERSON*
 
PN
  
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 6 of 16


 
1
NAME OF REPORTING PERSON
 
Sageview Capital GenPar, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,467,154
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
1,467,154
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,467,154
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
  
14
TYPE OF REPORTING PERSON*
 
PN
  
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 7 of 16


 
1
NAME OF REPORTING PERSON
 
Sageview Capital MGP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,467,154
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
1,467,154
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,467,154
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
  
14
TYPE OF REPORTING PERSON*
 
OO
  
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 8 of 16


 
1
NAME OF REPORTING PERSON
 
Edward A. Gilhuly
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,467,154
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,467,154
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,467,154
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
  
14
TYPE OF REPORTING PERSON*
 
IN
  
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 9 of 16


 
1
NAME OF REPORTING PERSON
 
Scott M. Stuart
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,467,154
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,467,154
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,467,154
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.3%
  
14
TYPE OF REPORTING PERSON*
 
IN
  
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 10 of 16
 
 
Item 1.
Security and Issuer.
 
Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby amends the Schedule 13D originally filed on October 3, 2011 (as so amended, the “Schedule 13D”). This Statement on Schedule 13D relates to the common stock, par value $.001 per share (the “Common Stock”), of comScore, Inc., a Delaware corporation (the “Company”), whose principal executive office is located at 11950 Democracy Drive, Suite 600, Reston, VA 20190.
 
Item 2.
Identity and Background.

No material change.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4.
Purpose of Transaction.
 
No material change.
 
Item 5.
Interest in Securities of the Issuer.
 
All ownership percentages set forth herein assume that there are 34,004,450 shares of Common Stock outstanding as of December 21, 2011, as reported in the Company’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2011 and reflecting the issuance of Common Stock by the issuer reported in the Issuer’s Current Report on Form 8-K filed on December 21, 2011.
 
(a) and (b)(i) Sageview Master beneficially owns 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock). Sageview Master has sole voting power and sole dispositive power over the 1,467,154 shares of Common Stock.
 
(ii)       Sageview (A) beneficially owns 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock). Sageview (A) has shared voting power and shared dispositive power over the 1,467,154 shares of Common Stock.
 
(iii)      Sageview (B) beneficially owns 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock). Sageview (B) has shared voting power and shared dispositive power over the 1,467,154 shares of Common Stock.
 
(iv)      Sageview (C) beneficially owns 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock). Sageview (C) has shared voting power and shared dispositive power over the 1,467,154 shares of Common Stock.
 
(v)        Sageview GenPar may be deemed to beneficially own 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock) by virtue of being the
 
 
 
 
 
 
CUSIP No. 20564W105
 
 SC 13D
Page 11 of 16
 
 
sole shareholder of the general partner of each of the Shareholders. Sageview GenPar has sole voting power and sole dispositive power over the 1,467,154 shares of Common Stock.
 
(vi)      Sageview MGP may be deemed to beneficially own 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock) by virtue of being the general partner of Sageview GenPar. Sageview MGP has sole voting power and sole dispositive power over the 1,467,154 shares of Common Stock.
 
(vii)      As a managing member of Sageview MGP, each of Messrs. Stuart and Gilhuly may be deemed to beneficially own any shares of Common Stock that Sageview MGP may beneficially own or be deemed to beneficially own. Each such individual disclaims beneficial ownership of such shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. 
 
(c)        The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares in the past 60 days by the Reporting Persons are set forth in Exhibit 1 hereto.
 
(d)        Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Persons.
 
(e)        The Reporting Persons have ceased to be the owners of more than 5% of the Common Stock.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Not applicable.
 
Item 7.
Material To Be Filed as Exhibits.
 
Exhibit 1:
Transactions in the Shares
Exhibit 2:
Joint Filing Agreement
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 12 of 16
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: January 23, 2012
 
   
SAGEVIEW CAPITAL MASTER, L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
   
SAGEVIEW CAPITAL PARTNERS (A), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
 
     
Name: Edward A. Gilhuly
Title:   Director
 
   
SAGEVIEW CAPITAL PARTNERS (B), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
/s/ Edward A. Gilhuly
 
 
     
Name: Edward A. Gilhuly
Title:   Director
 
   
SAGEVIEW CAPITAL PARTNERS (C) (MASTER), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 13 of 16
 
 
 
   
SAGEVIEW CAPITAL GENPAR, L.P.
   
 
By: 
 
Sageview Capital MGP, LLC
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Co-President
 
   
SAGEVIEW CAPITAL MGP, LLC
     
 
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Co-President
 
     
/s/ Scott M. Stuart
 
 
   
SCOTT M. STUART
 
     
/s/ Edward A. Gilhuly
 
 
   
EDWARD A. GILHULY

 
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 14 of 16
 
EXHIBIT 1
 
Transactions in the Common Stock, $0.001 par value of comScore, Inc.,
Sageview Capital Master, LP
 
(All transactions were made in the open market unless otherwise indicated)
 
Date
Buy/Sell
Quantity
Price
1/10/2012
Sell
75,000
22.06
1/11/2012
Sell
  5,100
21.98
1/12/2012
Sell
25,000
22.13
1/17/2012
Sell
20,400
22.27
1/18/2012
Sell
35,000
22.46
1/19/2012
Sell
39,900
22.41
 
 
 
 
 
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 15 of 16
 
 
EXHIBIT 2
 
JOINT FILING AGREEMENT
 
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
 
Dated: January 23, 2012
 
   
SAGEVIEW CAPITAL MASTER, L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
   
SAGEVIEW CAPITAL PARTNERS (A), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
 
     
Name: Edward A. Gilhuly
Title:   Director
 
   
SAGEVIEW CAPITAL PARTNERS (B), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
/s/ Edward A. Gilhuly
 
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
 
 
 
 
 

CUSIP No. 20564W105
 
 SC 13D
Page 16 of 16
 
 
 
   
SAGEVIEW CAPITAL PARTNERS (C) (MASTER), L.P.
   
 
By: 
 
Sageview Capital GenPar, Ltd.
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
   
SAGEVIEW CAPITAL GENPAR, L.P.
   
 
By: 
 
Sageview Capital MGP, LLC
its General Partner
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Co-President
 
   
SAGEVIEW CAPITAL MGP, LLC
     
 
   
 
By: 
  
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Co-President
 
     
/s/ Scott M. Stuart
 
 
   
SCOTT M. STUART
 
     
/s/ Edward A. Gilhuly
 
 
   
EDWARD A. GILHULY