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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Cerberus Capital Management, L.P. (Last) (First) (Middle) 875 THIRD AVENUE 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/10/2021	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Common Stock, par value $0.001 per share	27,509,203(2)	(1)	I	See Footnote(3)

1. Name and Address of Reporting Person* Cerberus Capital Management, L.P. (Last) (First) (Middle) 875 THIRD AVENUE 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pine Investor, LLC (Last) (First) (Middle) 875 THIRD AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. Shares of Series B Convertible Preferred Stock of Comscore, Inc. (the "Company") are convertible, at the holder's election, at the conversion rate (as defined in the Company's certificate of designation of Series B Convertible Preferred Stock (the "Certificate of Designation")), which initially is 1:1. The shares of Series B Convertible Preferred Stock have no expiration date.

2. Represents the amount of Common Stock initially issuable upon conversion of the Series B Preferred Stock on the date of event requiring this report. The holders of Series B Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum.

3. Pine Investor, LLC ("Pine") is the record holder of the reported shares. Cerberus Capital Management, L.P., through one or more intermediate entities, and Pine, possess the sole power to vote and the sole power to direct the disposition of all securities of the Company covered by this report.

Remarks:

For the purposes of Section 16 of the Securities Exchange Act, the interests of Cerberus Capital Management, L.P. and Pine are limited to the pecuniary interest, if any, of each of Cerberus Capital Management, L.P. and Pine, respectively, in the securities covered by this report.

	Cerberus Capital Management, L.P. By: /s/ Alexander D. Benjamin	03/19/2021
	Pine Investor, LLC By: /s/ Alexander D. Benjamin	03/19/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.