comScore SC 13D/A / SAGEVIEW CAPITAL MASTER ownership change

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)

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

January 19, 2012

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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

SC 13D

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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 1,467,154
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,467,154
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 20564W105

SC 13D

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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 1,467,154
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 1,467,154

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 20564W105

SC 13D

Page 4 of 16

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 1,467,154
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 1,467,154

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 20564W105

SC 13D

Page 5 of 16

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 1,467,154
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 1,467,154

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 20564W105

SC 13D

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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 1,467,154
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,467,154
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 20564W105

SC 13D

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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 1,467,154
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,467,154
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON* OO

CUSIP No. 20564W105

SC 13D

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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 1,467,154
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 1,467,154

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 20564W105

SC 13D

Page 9 of 16

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 1,467,154
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 1,467,154

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 20564W105

SC 13D

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Item 1.

Security and Issuer.

Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby amends the Schedule 13D originally filed on October 3, 2011 (as so amended, the “Schedule 13D”). This Statement on Schedule 13D relates to the common stock, par value $.001 per share (the “Common Stock”), of comScore, Inc., a Delaware corporation (the “Company”), whose principal executive office is located at 11950 Democracy Drive, Suite 600, Reston, VA 20190.

Item 2.

Identity and Background.

No material change.

Item 3.

Source and Amount of Funds or Other Consideration.

No material change.

Item 4.

Purpose of Transaction.

No material change.

Item 5.

Interest in Securities of the Issuer.

All ownership percentages set forth herein assume that there are 34,004,450 shares of Common Stock outstanding as of December 21, 2011, as reported in the Company’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2011 and reflecting the issuance of Common Stock by the issuer reported in the Issuer’s Current Report on Form 8-K filed on December 21, 2011.

(a) and (b)(i) Sageview Master beneficially owns 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock). Sageview Master has sole voting power and sole dispositive power over the 1,467,154 shares of Common Stock.

(ii) Sageview (A) beneficially owns 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock). Sageview (A) has shared voting power and shared dispositive power over the 1,467,154 shares of Common Stock.

(iii) Sageview (B) beneficially owns 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock). Sageview (B) has shared voting power and shared dispositive power over the 1,467,154 shares of Common Stock.

(iv) Sageview (C) beneficially owns 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock). Sageview (C) has shared voting power and shared dispositive power over the 1,467,154 shares of Common Stock.

(v) Sageview GenPar may be deemed to beneficially own 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock) by virtue of being the

CUSIP No. 20564W105

SC 13D

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sole shareholder of the general partner of each of the Shareholders. Sageview GenPar has sole voting power and sole dispositive power over the 1,467,154 shares of Common Stock.

(vi) Sageview MGP may be deemed to beneficially own 1,467,154 shares of Common Stock (approximately 4.3% of the total number of outstanding shares of Common Stock) by virtue of being the general partner of Sageview GenPar. Sageview MGP has sole voting power and sole dispositive power over the 1,467,154 shares of Common Stock.

(vii) As a managing member of Sageview MGP, each of Messrs. Stuart and Gilhuly may be deemed to beneficially own any shares of Common Stock that Sageview MGP may beneficially own or be deemed to beneficially own. Each such individual disclaims beneficial ownership of such shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares in the past 60 days by the Reporting Persons are set forth in Exhibit 1 hereto.

(d) Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Persons.

(e) The Reporting Persons have ceased to be the owners of more than 5% of the Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not applicable.

Item 7.

Material To Be Filed as Exhibits.

Exhibit 1:

Transactions in the Shares

Exhibit 2:

Joint Filing Agreement

CUSIP No. 20564W105

SC 13D

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 23, 2012

		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

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		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

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SC 13D

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EXHIBIT 1

Transactions in the Common Stock, $0.001 par value of comScore, Inc.,

Sageview Capital Master, LP

(All transactions were made in the open market unless otherwise indicated)

Date	Buy/Sell	Quantity	Price
1/10/2012	Sell	75,000	22.06
1/11/2012	Sell	5,100	21.98
1/12/2012	Sell	25,000	22.13
1/17/2012	Sell	20,400	22.27
1/18/2012	Sell	35,000	22.46
1/19/2012	Sell	39,900	22.41

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EXHIBIT 2

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

Dated: January 23, 2012

		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

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SC 13D

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		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

comScore (SCOR) SC 13D/ACOMSCORE / SAGEVIEW CAPITAL MASTER ownership change