SEC Filing | Comscore, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CVCA, LLC

(Last)

(First)

(Middle)

270 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2007

3. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	814,293	⁽⁵⁾	D⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	70,226	⁽⁶⁾	D⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,690	⁽⁶⁾	D⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	627,200	⁽⁷⁾	D⁽²⁾⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	685,964	⁽⁸⁾	D⁽²⁾⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	305,712	⁽⁹⁾	D⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

CVCA, LLC

(Last)

(First)

(Middle)

270 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JP MORGAN PARTNERS BHCA LP

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS LLC

270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JPMP MASTER FUND MANAGER L P

(Last)

(First)

(Middle)

C/O JPMORGAN PARTNERS LLC

270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JPMP CAPITAL CORP

(Last)

(First)

(Middle)

C/O JP MORGAN PARTNERS, LLC

270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A, B, C, D Preferred Shares and Series E Convertible Preferred Shares are immediately exercisable. None of such Series has an expiration date.

2. The amount shown represents the beneficial ownership of the Issuer's equity securities by CVCA, LLC. Upon the closing of the Issuer's initial public offering of Common Stock, these shares will automatically convert into Common Stock.

3. The amount shown represents the beneficial ownership of the Issuer's equity securities by JPMP BHCA, L.P. Upon the closing of the Issuer's initial public offering of Common Stock, these shares will automatically convert into Common Stock.

4. See Table 99.

5. The Series A Preferred Stock is convertible on a 1 for 1.162791 basis. Also reflects a 1 for 5 reverse split of common stock.

6. The Series B Preferred Stock is convertible on a 1 for 1.983806 basis. Also reflects a 1 for 5 reverse split of common stock.

7. The Series C Preferred Stock is convertible on a 1 for 1.512800 basis. Also reflects a 1 for 5 reverse split of common stock.

8. The Series D Preferred Stock is convertible on a 1 for 1.124500 basis. Also reflects a 1 for 5 reverse split of common stock.

9. The Series E Preferred Stock is convertible on a 1 for 1.000000 basis. Also reflects a 1 for 5 reverse split of common stock.

	/s/ Ana Capella Gomez-Acebo, Managing Director	06/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Unassociated Document

CVCA, LLC/comScore, Inc., Exhibit 99

Name and Address of Reporting Person⁽¹⁾	Designated Reporter⁽¹⁾⁾	Date of Event Requiring Statement	Issuer Name, Ticker or Trading Symbol	Title and Amount of Security	Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership	Disclaims Pecuniary Interest
J.P. Morgan Partners (BHCA), L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	CVCA, LLC	June 26, 2007	comScore, Inc. “SCOR”	See Table II Row 1-6	See Table II Row 1-6	I	See Explanatory Note 2 below	No
JPMP Master Fund Manager, L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	CVCA, LLC	June 26, 2007	comScore, Inc. “SCOR”	See Table II Rows 1-6	See Table II Rows 1-6	I	See Explanatory Note 3 below	No
JPMP Capital Corp. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	CVCA, LLC	June 26, 2007	comScore, Inc. “SCOR”	See Table II Rows 1-6	See Table II Rows 1-6	I	See Explanatory Note 4 below	No

Explanatory Note:

1)	The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the Issuer’s securities to the extent it exceeds such Person’s pecuniary interest.

2)	The amounts shown in Table II in rows 1-6 represent the beneficial ownership of the Issuer’s equity securities by CVCA, LLC (“CVCA”). The Reporting Person is the sole member of CVCA.

The amounts shown in Table II in rows 1-6 represent the beneficial ownership of the Issuer's equity securities by CVCA, a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), the sole member of CVCA. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA.

The amounts shown in Table II in rows 1-6 represent the beneficial ownership of the Issuer’s equity securities by CVCA, a portion of which may be deemed attributable to the Reporting Person because it is the general partner of JPMP Master Fund Manager, L.P. (“MF Manager”), the general partner of JPM BHCA, the sole member of CVCA. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA and MF Manager.