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THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
comScore, Inc.
(Name of Issuer)
Common Stock, $0.001 par share
(Title of Class of Securities)
20564W105
(CUSIP Number)
March 15, 2023
(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)
[ X ] Rule 13d-1(c)
[ ] 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).
CUSIP No. 20564W105
1.
NAMES OF REPORTING PERSONS
Westerly Capital Management, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER: 0
6.
SHARED VOTING POWER: 4,945,000*
7.
SOLE DISPOSITIVE POWER: 0
8.
SHARED DISPOSITIVE POWER: 4,945,000*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,945,000*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.36%
12.
TYPE OF REPORTING PERSON (see instructions): IA
CUSIP No. 20564W105
1.
NAMES OF REPORTING PERSONS
Westerly Holdings LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER: 0
6.
SHARED VOTING POWER: 4,945,000*
7.
SOLE DISPOSITIVE POWER: 0
8.
SHARED DISPOSITIVE POWER: 4,945,000*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,945,000*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.36%
12.
TYPE OF REPORTING PERSON (see instructions): HC
CUSIP No. 20564W105
1.
NAMES OF REPORTING PERSONS
Christopher J. Galvin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER: 0
6.
SHARED VOTING POWER: 4,945,000*
7.
SOLE DISPOSITIVE POWER: 0
8.
SHARED DISPOSITIVE POWER: 4,945,000*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,945,000*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.36%
12.
TYPE OF REPORTING PERSON (see instructions): IN, HC
Item 1.
(a)
Name of Issuer
comScore, Inc.
(b)
Address of Issuers Principal Executive Offices
11950 Democracy Drive, Suite 600, Reston, Virginia 20190
Item 2.
(a, b, c)
Name of Person Filing, Address of Principal Business Office, Citizenship:
Westerly Capital Management, LLC, a Delaware limited company located at 201
Mission Street, Suite 580, San Francisco, CA 94105.
Westerly Holdings, LLC, a Delaware limited company located at 201 Mission
Street, Suite 580, San Francisco, CA 94105.
Christopher J. Galvin, a United States citizen located at 201 Mission Street,
Suite 580, San Francisco, CA 94105.
This Statement relates to Common Stock (as defined herein) held for the
accounts of Westerly Partners, L.P., a Delaware limited partnership, and
Westerly Partners QP, L.P., a Delaware limited partnership. Westerly Capital
Management, LLC serves as investment manager and Westerly Holdings LLC serves
as the general partner to Westerly Partners, L.P. and Westerly Partners QP,
L.P. Mr. Galvin is a managing member of Westerly Capital Management, LLC and
Westerly Holdings LLC.
(d)
Title of Class of Securities
Common Stock, $0.001 par value (the Common Stock)
(e)
CUSIP Number
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.
Information with respect to the Reporting Persons ownership of the Common
Stock as of February 24, 2023, is incorporated by reference to items (5) - (9)
and (11) of the cover page of the respective Reporting Person.
The amount beneficially owned by each Reporting Person is determined based on
92,187,156 shares of Common Stock outstanding as of February 24, 2023, as
reported in the Form 10-K for the quarterly period ended December 31, 2022
filed with the SEC on March 2, 2023.
*Shares reported herein are owned by the private funds managed by Westerly
Capital Management, LLC and Christopher Galvin.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) are
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock covered by
this Statement that may be deemed to be beneficially owned by the Reporting
Persons.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
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: March 20, 2023
Westerly Capital Management, LLC
By: /s/ Christopher J. Galvin_______
Christopher J, Galvin, Managing Member
Westerly Holdings LLC
By: /s/ Christopher J. Galvin_______
Christopher J, Galvin, Managing Member
Christopher J. Galvin
By: /s/ Christopher J. Galvin_______