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SC 13D Filing
comScore (SCOR) SC 13DCOMSCORE / SAGEVIEW CAPITAL MASTER ownership change
Filed: 3 Oct 11, 12:00am
COMSCORE, INC. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
20564W105 |
(CUSIP Number) |
Barbara Parker Sageview Capital LP 55 Railroad Avenue Greenwich, CT 06830 Tel. No.: 203-625-4230 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
with a copy to Raphael M. Russo, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 |
September 22, 2011 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 20564W105 | SC 13D | Page 2 of 19 |
1 | NAME OF REPORTING PERSON Sageview Capital Master, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS* WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,698,334 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 1,698,334 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,334 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.33% | |
14 | TYPE OF REPORTING PERSON* PN |
CUSIP No. 20564W105 | SC 13D | Page 3 of 19 |
1 | NAME OF REPORTING PERSON Sageview Capital Partners (A), L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS* Not Applicable | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 1,698,334 | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER 1,698,334 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,334 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.33% | |
14 | TYPE OF REPORTING PERSON* PN |
CUSIP No. 20564W105 | SC 13D | Page 4 of 19 |
1 | NAME OF REPORTING PERSON Sageview Capital Partners (B), L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS* Not Applicable | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 1,698,334 | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER 1,698,334 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,334 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.33% | |
14 | TYPE OF REPORTING PERSON* PN |
CUSIP No. 20564W105 | SC 13D | Page 5 of 19 |
1 | NAME OF REPORTING PERSON Sageview Partners (C) (Master), L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS* Not Applicable | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 1,698,334 | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER 1,698,334 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,334 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.33% | |
14 | TYPE OF REPORTING PERSON* PN |
CUSIP No. 20564W105 | SC 13D | Page 6 of 19 |
1 | NAME OF REPORTING PERSON Sageview Capital GenPar, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS* Not Applicable | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,698,334 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 1,698,334 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,334 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.33% | |
14 | TYPE OF REPORTING PERSON* PN |
CUSIP No. 20564W105 | SC 13D | Page 7 of 19 |
1 | NAME OF REPORTING PERSON Sageview Capital MGP, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS* Not Applicable | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,698,334 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 1,698,334 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,334 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.33% | |
14 | TYPE OF REPORTING PERSON* OO |
CUSIP No. 20564W105 | SC 13D | Page 8 of 19 |
1 | NAME OF REPORTING PERSON Edward A. Gilhuly | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS* Not Applicable | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 1,698,334 | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER 1,698,334 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,334 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.33% | |
14 | TYPE OF REPORTING PERSON* IN |
CUSIP No. 20564W105 | SC 13D | Page 9 of 19 |
1 | NAME OF REPORTING PERSON Scott M. Stuart | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS* Not Applicable | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 1,698,334 | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER 1,698,334 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,334 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.33% | |
14 | TYPE OF REPORTING PERSON* IN |
CUSIP No. 20564W105 | SC 13D | Page 10 of 19 |
Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
CUSIP No. 20564W105 | SC 13D | Page 11 of 19 |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
CUSIP No. 20564W105 | SC 13D | Page 12 of 19 |
Item 5. | Interest in Securities of the Issuer. |
CUSIP No. 20564W105 | SC 13D | Page 13 of 19 |
CUSIP No. 20564W105 | SC 13D | Page 14 of 19 |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material To Be Filed as Exhibits. |
CUSIP No. 20564W105 | SC 13D | Page 15 of 19 |
SAGEVIEW CAPITAL MASTER, L.P. | ||||
By: | Sageview Capital GenPar, Ltd. its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Director |
SAGEVIEW CAPITAL PARTNERS (A), L.P. | ||||
By: | Sageview Capital GenPar, Ltd. its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Director |
SAGEVIEW CAPITAL PARTNERS (B), L.P. | ||||
By: | Sageview Capital GenPar, Ltd. its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Director |
SAGEVIEW CAPITAL PARTNERS (C) (MASTER), L.P. | ||||
By: | Sageview Capital GenPar, Ltd. its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Director |
CUSIP No. 20564W105 | SC 13D | Page 16 of 19 |
SAGEVIEW CAPITAL GENPAR, L.P. | ||||
By: | Sageview Capital MGP, LLC its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Co-President |
SAGEVIEW CAPITAL MGP, LLC | ||||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Co-President |
/s/ Scott M. Stuart | |||
SCOTT M. STUART |
/s/ Edward A. Gilhuly | |||
EDWARD A. GILHULY |
CUSIP No. 20564W105 | SC 13D | Page 17 of 19 |
Date | Buy/Sell | Quantity | Price |
August 4, 2011 | B | 33,700 | $13.03 |
August 5, 2011 | B | 477,956 | $14.06 |
August 8, 2011 | B | 444,629 | $13.92 |
August 9, 2011 | B | 405,975 | $14.77 |
August 10, 2011 | B | 33,000 | $14.55 |
August 11, 2011 | B | 43,900 | $14.46 |
August 16, 2011 | B | 125,000 | $15.45 |
September 22, 2011 | B | 45,610 | $16.02 |
October 3, 2011 | B | 88,564 | $15.99 |
CUSIP No. 20564W105 | SC 13D | Page 18 of 19 |
SAGEVIEW CAPITAL MASTER, L.P. | ||||
By: | Sageview Capital GenPar, Ltd. its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Director |
SAGEVIEW CAPITAL PARTNERS (A), L.P. | ||||
By: | Sageview Capital GenPar, Ltd. its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Director |
SAGEVIEW CAPITAL PARTNERS (B), L.P. | ||||
By: | Sageview Capital GenPar, Ltd. its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Director |
CUSIP No. 20564W105 | SC 13D | Page 19 of 19 |
SAGEVIEW CAPITAL PARTNERS (C) (MASTER), L.P. | ||||
By: | Sageview Capital GenPar, Ltd. its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Director |
SAGEVIEW CAPITAL GENPAR, L.P. | ||||
By: | Sageview Capital MGP, LLC its General Partner | |||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Co-President |
SAGEVIEW CAPITAL MGP, LLC | ||||
By: | /s/ Edward A. Gilhuly | |||
Name: Edward A. Gilhuly Title: Co-President |
/s/ Scott M. Stuart | |||
SCOTT M. STUART |
/s/ Edward A. Gilhuly | |||
EDWARD A. GILHULY |