SEC Filing | Comscore, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
06/26/2007

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	668,693	⁽¹⁾	D⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	72,779	⁽¹⁾	D⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	384,982	⁽¹⁾	D⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	809,207	⁽¹⁾	D⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,883,002	⁽¹⁾	D⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	167,174	⁽¹⁾	I⁽³⁾	Held by Accel Internet Fund III L.P.
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,196	⁽¹⁾	I⁽³⁾	Held by Accel Internet Fund III L.P.
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	96,246	⁽¹⁾	I⁽³⁾	Held by Accel Internet Fund III L.P.
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	202,302	⁽¹⁾	I⁽³⁾	Held by Accel Internet Fund III L.P.
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	470,751	⁽¹⁾	I⁽³⁾	Held by Accel Internet Fund III L.P.
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	82,669	⁽¹⁾	I⁽⁴⁾	Held by Accel Investors '99 L.P.
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	8,998	⁽¹⁾	I⁽⁴⁾	Held by Accel Investors '99 L.P.
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	47,594	⁽¹⁾	I⁽⁴⁾	Held by Accel Investors '99 L.P.
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	100,040	⁽¹⁾	I⁽⁴⁾	Held by Accel Investors '99 L.P.
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	232,789	⁽¹⁾	I⁽⁴⁾	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^*

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^*

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^*

GOUW RANZETTA THERESIA

(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)

Explanation of Responses:

1. The convertible preferred stock is convertible immediately into Issuer's common stock and has no expiration date.

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 Gouw 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. 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 Gouw 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.

4. 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 voting and investment power. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

	Tracy L. Sedlock, as Attorney in Fact for the Reporting Persons	06/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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