UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
comScore,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
20564W105
(CUSIP
Number)
with
a copy to:
|
Cerberus
Capital Management, L.P. |
|
Robert
G. Minion, Esq. |
| Attn:
Andrew Kandel, Chief Compliance Officer |
|
Lowenstein
Sandler LLP |
| 875
Third Avenue, 11th Floor |
|
1251
Avenue of the Americas, 17th Floor |
| New
York, NY 10022 |
|
New
York, NY 10020 |
| (212)
891-2100 |
|
(646)
414-6930 |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June
30, 2022
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule
240.13d-7 for other parties to whom copies are to be
sent.
*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:
Pine
Investor, LLC
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions):
(a)
☐
(b)
☒
|
|
3. |
SEC
Use Only
|
|
4. |
Source
of Funds (See Instructions): OO
|
|
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): ☐
|
|
6. |
Citizenship
or Place of Organization:
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. |
Sole
Voting Power:
|
27,509,203
(1) |
|
8. |
Shared
Voting Power:
|
0 |
|
9. |
Sole
Dispositive Power:
|
27,509,203
(1) |
|
10. |
Shared
Dispositive Power:
|
0 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
27,509,203 (1)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
|
☒
(1) |
|
13. |
Percent of Class Represented by Amount in Row (11):
|
23.3%
(1) |
|
14. |
Type
of Reporting Person (See Instructions): OO
|
|
(1)
Represents 27,509,203 shares of common stock, par value $0.001 per
share (“Common Stock”), of comScore, Inc., a Delaware corporation
(the “Issuer”), issuable upon conversion of the Issuer’s Series B
Convertible Preferred Stock, par value $0.001 per share (the
“Series B Preferred Stock”).
CUSIP
No. 20564W105
|
1. |
Names
of Reporting Persons: |
|
|
|
|
|
Cerberus
Capital Management, L.P.
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions): |
|
|
(a)
☐ |
|
|
(b)
☒
|
|
3. |
SEC
Use Only
|
|
|
|
|
4. |
Source
of Funds (See Instructions): OO
|
|
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): ☐
|
|
6. |
Citizenship
or Place of Organization: |
|
|
|
|
|
Delaware |
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting Person With
|
7. |
Sole
Voting Power:
|
27,586,272
(1) |
|
8. |
Shared
Voting Power:
|
0 |
|
9. |
Sole
Dispositive Power:
|
27,586,272
(1) |
|
10. |
Shared
Dispositive Power:
|
0 |
| 11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
27,586,272
(1) |
| |
|
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares |
☒
(1) |
| |
(See
Instructions): |
|
| |
|
|
|
13. |
Percent
of Class Represented by Amount in Row (11): |
23.3%
(1) |
| |
|
|
|
14. |
Type
of Reporting Person (See Instructions):
|
IA |
(1)
Represents (i) 27,509,203 shares of Common Stock issuable upon
conversion of Series B Preferred Stock and (ii) 77,069 shares of
Common Stock underlying vested, deferred stock units resulting from
restricted stock unit awards previously granted by the Issuer to
Nana Banerjee and assigned by Dr. Banerjee to Cerberus Capital
Management, L.P.
|
Item
5. |
Interest
in Securities of the Issuer. |
Item
5 is hereby amended in its entirety as follows:
The
Reporting Persons may be deemed to beneficially own, in the
aggregate, 27,586,272 shares of Common Stock, consisting of (i)
27,509,203 shares of Common Stock issuable upon conversion of
27,509,203 shares of Series B Preferred Stock beneficially owned by
the Reporting Persons, and (ii) 77,069 shares of Common Stock
underlying vested, deferred stock units resulting from restricted
stock unit awards previously granted by the Issuer to Nana Banerjee
in 2021 in respect of director fees and assigned by Dr. Banerjee to
Cerberus (the “Deferred Stock Units”). The Series B Preferred Stock
is convertible into shares of Common Stock at any time at the
holder’s option, based on a conversion rate subject to certain
adjustments, including for anti-dilution and accrued dividends
(which accrue at 7.5% per annum), determined in the manner set
forth in the Certificate of Designations.
The
27,586,272 shares of Common Stock referred to above are based upon
a conversion rate of the Series B Preferred Stock equal to 1:1 as
of June 30, 2022, and represent approximately 23.3% of the
outstanding shares of Common Stock, based upon 90,705,342 shares of
Common Stock outstanding as of May 6, 2022, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2022, filed with the Securities and Exchange
Commission on May 10, 2022, and as calculated pursuant to Rule
13d-3 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
As a
result of the Stockholders Agreement, the Reporting Persons may be
deemed to be members of a group with the parties to the
Stockholders Agreement under Section 13(d) of the Exchange Act.
Please refer to the separate Schedule 13Ds (and any amendments
thereto) that have been or may be filed by Charter and Qurate with
respect to their beneficial ownership of Common Stock. Neither the
filing of this Statement nor any of its contents shall be deemed to
constitute an admission by any Reporting Person that, except as
expressly set forth herein, it has or shares beneficial ownership
of any shares of Common Stock held by any other person for purposes
of Section 13(d) of the Exchange Act or for any other purpose, and
such beneficial ownership thereof is expressly
disclaimed.
Pine
and Cerberus have the sole power to vote or to direct the voting of
and the sole power to dispose or direct the disposition of the
27,509,203 shares of Common Stock underlying the Series B Preferred
Stock, and Cerberus has the sole power to vote or to direct the
voting of and the sole power to dispose or direct the disposition
of the 77,069 shares of Common Stock underlying the Deferred Stock
Units, subject in each case to the restrictions described in Item
6.
Except
as set forth herein, no Reporting Person, or to the knowledge of
the Reporting Persons, any other individual named in Item 2, has
effected any transaction in the Common Stock in the 60 days
preceding the date hereof.
No
other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities described in this Statement.
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:
July 1, 2022 |
PINE
INVESTOR, LLC |
|
|
|
|
| |
By: |
/s/
Alexander D. Benjamin |
| |
Name: |
Alexander
D. Benjamin |
| |
Title: |
Managing
Director |
| |
CERBERUS
CAPITAL MANAGEMENT, L.P. |
|
|
|
|
| |
By: |
/s/
Alexander D. Benjamin |
| |
Name: |
Alexander
D. Benjamin |
| |
Title: |
Senior
Managing Director and |
| |
|
General
Counsel |
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