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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Rule
13d-102)
Information
to be Included in Statements Filed
Pursuant
to Rule 13d-1(b)(c), and (d) and Amendments thereto
Filed
Pursuant to Rule 13d-2(b)
(Amendment
No. 1)*
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ComScore,
Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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20564W105
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(CUSIP
Number)
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May
16, 2008
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
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o Rule
13d-1(b)
o Rule
13d-1(c)
x Rule
13d-1(d)
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*
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 the disclosures provided in a prior cover page.
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The
information required in 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).
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Page
1 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
CVCA,
LLC (f/k/a J.P. Morgan Partners (SBIC), LLC)
13-337-6808
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use
Only
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4.
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Citizenship
or Place of
Organization
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Delaware
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Number
of Shares Beneficially Owned by Each Reporting Person
With:
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5.
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Sole
Voting Power
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-0-
shares of Common Stock
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6.
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Shared
Voting Power
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7.
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Sole
Dispositive
Power
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-0-
shares of Common Stock
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8.
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Shared
Dispositive
Power
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9.
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Aggregate
Amount Beneficially Owned by Each
Reporting
Person
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-0-
shares of Common Stock
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
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-0-
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12.
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Type
of Reporting Person (See Instructions)
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OO
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Page
2 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
J.P.
Morgan Partners (BHCA), L.P.
13-337-1826
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use
Only
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4.
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Citizenship
or Place of
Organization
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Delaware
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Number
of Shares Beneficially Owned by Each Reporting Person
With:
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5.
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Sole
Voting Power
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-0-
shares of Common Stock
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6.
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Shared
Voting Power
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7.
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Sole
Dispositive
Power
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-0-
shares of Common Stock
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8.
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Shared
Dispositive
Power
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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-0-
shares of Common Stock
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
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-0-
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12.
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Type
of Reporting Person (See Instructions)
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OO
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Page
3 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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Item
1.
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(a)
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Name
of Issuer:
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ComScore,
Inc.
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(b)
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Address
of Issuer's Principal Executive Offices:
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11465
Sunset Hills Road
Suite
200
Reston,
Virginia 20190
Item
2.
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(a)
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Name
of Persons Filing:
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CVCA,
LLC
(f/k/a J.P. Morgan Partners (SBIC), LLC) (“CVCA”)
J.P.
Morgan Partners (BHCA), L.P. (“BHCA”)
Supplemental
information relating to the ownership and control of the persons filing this
statement is included in Exhibit 2(a) attached hereto.
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(b)
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Address
of Principal Business Office or, if none,
Residence:
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270
Park
Avenue
New
York,
New York 10017
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(c)
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Citizenship:
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Delaware
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(d)
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Title
of Class of Securities (of Issuer):
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Common
Stock
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(e)
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CUSIP
Number:
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20564W105
Item
3. If
this statement is filed pursuant to § § 240. 13d-1(b) or 240. 13d-2(b)
or (c), check whether the person filing is a:
Not
applicable.
Item
4. Ownership
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(a)
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Amount
Beneficially Owned:
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CVCA:
-0-
Common Stock
BHCA:
-0-
shares of Common Stock
Page
4 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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(b)
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Percent
of Class:
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CVCA:
-0-
BHCA:
-0-
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(c)
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Number
of shares as to which such person has:
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(i)
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CVCA:
-0-
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BHCA:
-0-
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(ii)
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Not
applicable.
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(iii)
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CVCA:
-0-
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BHCA:
-0-
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(iv)
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Not
applicable.
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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 ý.
Item
6. Ownership
of More than Five Percent on Behalf of Another Person
Not
applicable.
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
Not
applicable.
Item
8. Identification
and Classification of Members of the Group
Not
applicable.
Item
9. Notice
of Dissolution of Group
Not
applicable.
Item
10. Certification
Not
applicable.
Page
5 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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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.
Date:
June 16, 2008
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CVCA,
LLC
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By:
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/c/
John C. Wilmot
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Name:John
C. Wilmot
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Title:
Managing
Director
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J.P.
Morgan Partners (BHCA), L.P.
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By:
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JPMP
Master Fund Manager, L.P.,
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as
general partner
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By:
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JPMP
Capital Corp.,
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as
general partner
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By:
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/c/
John C. Wilmot
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Name:John
C. Wilmot
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Title:
Managing
Director
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Page
6 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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EXHIBIT
2(a)
Item
2. Identity and Background.
This
statement is being filed by CVCA, LLC (f/k/a J.P. Morgan Partners (SBIC), LLC),
a Delaware limited liability company (hereinafter referred to as "CVCA"), whose
principal business office is located at 270 Park Avenue, New York, New York
10017. CVCA is engaged in the venture capital and leveraged buyout business.
Set
forth in Schedule
A
hereto
and incorporated herein by reference are the names, business addresses,
occupations and employments of each executive officer and director of
CVCA.
This
statement is also being filed by J.P. Morgan Partners (BHCA), L.P., a Delaware
limited limited partnership (hereinafter referred to as “BHCA”), whose principal
business office is located at 270 Park Avenue, New York, NY 10017. BHCA is
engaged in the venture capital and leveraged buyout business. CVCA is a wholly
owned subsidiary of BHCA. As the sole member of CVCA, BHCA may be deemed to
beneficially own the shares held by CVCA. The general partner of BHCA is JPMP
Master Fund Manager, L.P., a Delaware limited partnership (hereinafter referred
to as "JPMP Master Fund"), whose principal business office is located at the
same address as CVCA and BHCA, and is also directly or indirectly (through
affiliates) engaged in the venture capital and leveraged buyout business. As
the
general partner of BHCA, JPMP Master Fund may be deemed to beneficially own
the
shares held by CVCA and BHCA. The general partner of JPMP Master Fund is JPMP
Capital Corp., a New York corporation (hereinafter referred to as "JPMP Capital
Corp."), whose principal business office is located at the same address as
CVCA
and BHCA, and is also engaged in the venture capital and leveraged buyout
business. Set forth in Schedule
B
hereto
and incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer and director
of
JPMP Capital Corp. As the general partner of JPMP Master Fund, JPMP Corp. may
be
deemed to beneficially own the shares held by CVCA and BHCA.
JPMP
Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co., a
Delaware corporation (hereinafter referred to as "JPMorgan Chase") which is
engaged (primarily through subsidiaries) in the commercial banking business
with
its principal office located at 270 Park Avenue, New York, New York 10017.
Set
forth in Schedule
C
hereto
and incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer and director
of
JPMorgan Chase.
Page
7 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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SCHEDULE
A
CVCA,
LLC (f/k/a J.P.Morgan SBIC, LLC)
Executive
Officers1
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President
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Ina
R. Drew*
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Managing
Director
Managing
Director
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Joseph
S. Bonocore*
Ana
Capella Gomez-Acebo*
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Managing
Director
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John
C. Wilmot*
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Managing
Director and Treasurer
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Phillip
D. Renshaw-Lewis*
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Vice
President
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William
T. Williams Jr*
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Vice
President and Assistant Secretary
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Judah
Shechter*
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Vice
President and Assistant Secretary
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Elizabeth
De Guzman*
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Directors1
Ina
R.
Drew*
John
C.
Wilmot*
_______________________________
1 Each
of
whom is a United States citizen except for Ana Capella Gomez-Acebo who is a
citizen of Spain.
*
Principal
occupation is employee and/or officer of JPMorgan Chase & Co. Business
address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York
10017.
Page
8 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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SCHEDULE
B
JPMP
CAPITAL CORP.
Executive
Officers1
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President
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Ina
R. Drew*
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Managing
Director
Managing
Director
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Joseph
S. Boconore*
Ana
Capella Gomez-Acebo
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Managing
Director
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John
C. Wilmot*
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Managing
Director and Treasurer
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Phillip
D. Renshaw-Lewis*
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Vice
President
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William
T. Williams Jr.*
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Vice
President and Assistant Secretary
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Judah
Shechter*
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Vice
President and Assistant Secretary
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Elizabeth
De Guzman*
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Directors1
Ina
R.
Drew*
John
C.
Wilmot*
_______________________________
1 Each
of
whom is a United States citizen except for Ana Capella Gomez-Acebo who
is a
citizen of Spain.
*
Principal
occupation is employee and/or officer of JPMorgan Chase & Co. Business
address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York
10017.
Page
9 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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SCHEDULE
C
JPMORGAN
CHASE & CO.
Executive
Officers1
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President
and Chief Executive Officer
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James
Dimon*
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Chief
Administrative Officer
Co-Chief
Executive Officer, Investment Bank
Chief
Financial Officer
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Frank
Bisignano *
Steven
D. Black*
Michael
J. Cavanagh*
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Director
of Human Resources
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John
F. Bradley*
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Chief
Investment Officer
Head,
Commercial Banking
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Ina
R. Drew *
Samuel
Todd Maclin*
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Head,
Strategy and Business Development
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Jay
Mandelbaum*
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Chief
Executive Officer, Treasury & Securities Services
Head,
Retail Financial Services
Chief
Executive Officer, Card Services
Global
Head, Asset & Wealth Management
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Heidi
Miller*
Charles
W. Scharf*
Gordon
A. Smith*
James
E. Staley*
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Co-Chief
Executive Officer, Investment Bank
General
Counsel
Chief
Risk Officer
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William
T. Winters*
Stephen
M. Cutler*
Barry
L. Zubrow*
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_______________________________
1 Each
of
whom is a United States citizen
*
Principal
occupation is employee and/or officer of JPMorgan Chase & Co. Business
address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York
10017.
Page
10 of
12
SCHEDULE
13G
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Issuer:
ComScore, Inc.
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CUSIP
No.:
20564W105
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Directors1
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Name
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Principal
Occupation or Employment;
Business
or Residence Address
|
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Crandall
C. Bowles
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Chairman
and Chief Executive Officer
Spring
Global US, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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Stephen
B. Burke
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President
Comcast
Cable Communications, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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James
S. Crown
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President
Henry
Crown and Company
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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David
M. Cote
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Chairman
and Chief Executive Officer
Honeywell
International Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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James
Dimon
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Chief
Executive Officer
JPMorgan
Chase & Co.
270
Park Avenue
New
York, New York 10017
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Ellen
V. Futter
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President
and Trustee
American
Museum of Natural History
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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William
H. Gray, III
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Retired
President and Chief Executive Officer
The
College Fund/UNCF
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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Laban
P. Jackson, Jr.
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Chairman
and Chief Executive Officer
Clear
Creek Properties, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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_______________________________
1 Each
of
whom is a United States citizen.
Page
11 of
12
SCHEDULE
13G
|
Issuer:
ComScore, Inc.
|
CUSIP
No.:
20564W105
|
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Name
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Principal
Occupation or Employment;
Business
or Residence Address
|
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Lee
R. Raymond
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Chairman
of the Board and Chief Executive Officer
Exxon
Mobil Corporation
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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Robert
I. Lipp
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Chairman
The
St. Paul Travelers Companies, Inc.
JPMorgan
Chase & Co.
270
Park Avenue
New
York, New York 10017
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David
C. Novak
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Chairman
and Chief Executive Officer
Yum!
Brands, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
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William
C. Weldon
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Chairman
and Chief Executive Officer
Johnson
& Johnson
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
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Page
12 of
12