As filed with the Securities and Exchange Commission on June 29, 2022
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
COMSCORE, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1955550
(State or Other Jurisdiction
of Incorporation or Organization)		 (I.R.S. Employer
Identification No.)
11950 Democracy Drive, Suite 600
Reston, Virginia
20190
(Address of Principal Executive Offices) (Zip Code)
COMSCORE, INC. 2018 EQUITY AND INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Ashley Wright
General Counsel, Corporate & Securities
comScore, Inc.
11950 Democracy Drive, Suite 600
Reston, Virginia 20190
(Name and address of agent for service)
(703) 438-2000
(Telephone number, including area code, of agent for service)
___________________________________
Copies to:
Benjamin Barron
Vinson & Elkins L.L.P.
845 Texas Avenue, Suite 4700
Houston, Texas 77002
(713) 758-2222
    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Large accelerated filer ☐ Accelerated filer ☑
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"). ☐


EXPLANATORY NOTE
This Registration Statement on Form S-8 (this "Registration Statement") is being filed for the purpose of registering the offer and sale of an additional 7,600,000 shares of common stock, par value $0.001 per share (the "Common Stock") that may be issued pursuant to the comScore, Inc. 2018 Equity and Incentive Compensation Plan (as amended from time to time, the "Plan"). Except as otherwise set forth below, the contents of the registration statements on Forms S-8 previously filed with the Securities and Exchange Commission (the "Commission") on each of June 4, 2018 (File No. 333-225400) and July 17, 2020 (File No. 333-239931), which registered the offer and sale of 12,491,277 shares and an additional 9,600,000 shares, respectively, of Common Stock under the Plan, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
comScore, Inc. (the "Registrant") will send or give to all participants in the Plan the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the earlier registration statements relating to the Plan, previously filed with the Commission on each of June 4, 2018 (File No. 333-225400) and July 17, 2020 (File No. 333-239931) are incorporated herein by reference and made a part of this Registration Statement.
Item 8. Exhibits.
Exhibit Number Exhibit Description
4.1
4.2
4.3
4.4
4.5
5.1*
23.1*
23.2* Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to this Registration Statement)
24.1* Power of Attorney (included in the signature page of this Registration Statement)
99.1
99.2
107.1*
*    Filed herewith.




SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, Virginia, on June 29, 2022.
COMSCORE, INC.
By: /s/ Jonathan Carpenter
Name: Jonathan Carpenter
Title: Chief Financial Officer and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jonathan Carpenter and Ashley Wright each as his or her attorney-in-fact, with full power of substitution for him or her in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact, or each of his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 29, 2022.
Signatures Title
/s/ William P. Livek Chief Executive Officer and Executive Vice Chairman of the Board of Directors
William P. Livek (Principal Executive Officer)
/s/ Jonathan Carpenter Chief Financial Officer and Treasurer
Jonathan Carpenter (Principal Financial Officer)
/s/ Mary Margaret Curry Chief Accounting Officer and Controller
Mary Margaret Curry (Principal Accounting Officer)
/s/ Brent D. Rosenthal Non-Executive Chairman
Brent D. Rosenthal
/s/ Nana Banerjee Director
Nana Banerjee
/s/ Itzhak Fisher Director
Itzhak Fisher
/s/ David Kline Director
David Kline
/s/ Pierre-Andre Liduena Director
Pierre-Andre Liduena
/s/ Kathleen Love Director
Kathleen Love
/s/ Martin Patterson Director
Martin Patterson
/s/ Brian Wendling Director
Brian Wendling


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