UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 9)1
Comscore, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
20564W204
(CUSIP Number)
DANIEL B. WOLFE
180 DEGREE CAPITAL CORP.
7 N. Willow Street, Suite 4B
Montclair, NJ 07042
Telephone: 973-746-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 20, 2024
(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 Rule 13d-1(e), 13d-1(f) or 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 13d-7 for other parties to whom copies are to be sent.
1 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. 20564W204
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| 1 | NAME OF REPORTING PERSONS:
180 Degree Capital Corp. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X (b)
|
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
340,366 shares* |
| 9 | SOLE DISPOSITIVE POWER
0 |
| 10 | SHARED DISPOSITIVE POWER
340,366 shares* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,366 shares* |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)
7.2%* |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV |
* Reflects a reverse stock split of the Common Stock of the Issuer at a ratio of 1-for-20.
CUSIP No. 20564W204
| | | | | | | | | | | |
| 1 | NAME OF REPORTING PERSONS:
Matthew F. McLaughlin |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X (b)
|
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
100,000 shares* |
| 8 | SHARED VOTING POWER
0 |
| 9 | SOLE DISPOSITIVE POWER
100,000 shares* |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 shares* |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)
2.1%* |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* Reflects a reverse stock split of the Common Stock of the Issuer at a ratio of 1-for-20.
CUSIP No. 20564W204
| | | | | | | | | | | |
| 1 | NAME OF REPORTING PERSONS:
Kevin M. Rendino |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X (b)
|
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
26,125 shares* |
| 9 | SOLE DISPOSITIVE POWER
0 |
| 10 | SHARED DISPOSITIVE POWER
26,125 shares* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,125 shares* |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)
Less than 1%* |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* Reflects a reverse stock split of the Common Stock of the Issuer at a ratio of 1-for-20.
CUSIP No. 20564W204
The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned ("Amendment No. 9"). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
(1) The aggregate purchase price of the 340,366 shares of Common Stock of the Issuer beneficially owned by 180 Degree Capital is $12,501,940, including brokerage commissions. The source of funds for acquiring the foregoing shares of Common Stock was working capital from each of 180 Degree Capital and a separate account which is managed by 180 Degree Capital.
(2) The aggregate purchase price of the 100,000 shares of Common Stock of the Issuer beneficially owned by Mr. McLaughlin is $2,188,816, including brokerage commissions. The source of funds for acquiring the foregoing shares of Common Stock was personal funds of this Reporting Person.
(3) The aggregate purchase price of the 26,125 shares of Common Stock of the Issuer beneficially and jointly owned by Mr. Rendino and his spouse is $731,195, including brokerage commissions. The source of funds for acquiring the foregoing shares of Common Stock was personal funds of this Reporting Person.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to add the following:
On February 1, 2024, 180 Degree Capital issued a press release (the “Press Release”) and a letter to the shareholders of 180 Degree Capital (the "Shareholder Letter"), which each discussed 180 Degree Capital's nomination of Matthew F. McLaughlin for election to the Board at the Annual Meeting. Furthermore, 180 Degree Capital reiterated its belief that the Board requires significant improvements in corporate governance and fresh perspectives from individuals with deep industry experience in the Issuer's markets. The full text of the Press Release and the Shareholder Letter are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Item 5. Interest in the Securities of the Issuer
Item 5(c) is hereby amended and restated as follows:
(c) The following shares of Common Stock of the Issuer were acquired in open market purchases within 60 days of the filing date of this Schedule 13D:
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| Class of Security | | Shares Purchased | | Price Per Share | | Date of Purchase | | Reporting Person |
| Common Stock | | 4,170 | | $18.2202 | | 1/22/2024 | | Kevin M. Rendino |
| Common Stock | | 1,125 | | $17.4314 | | 2/13/2024 | | Kevin M. Rendino |
| Common Stock | | 5,000 | | $16.7900 | | 2/20/2024 | | Kevin M. Rendino |
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Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended to add the following exhibits:
SIGNATURE
After reasonable inquiry and to the best of each signatories knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 22, 2024
180 DEGREE CAPITAL CORP.
By: /s/ Daniel B. Wolfe
Name: Daniel B. Wolfe
Title: President
MATTHEW F. MCLAUGHLIN
By: /s/ Matthew F. McLaughlin
Name: Matthew F. McLaughlin
KEVIN M. RENDINO
By: /s/ Kevin M. Rendino
Name: Kevin M. Rendino