Amended Statement of Beneficial Ownership (sc 13d/a)
November 20 2020 - 5:02AM
Edgar (US Regulatory)
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)
Class A Common Stock, $0.001 par value per
share
|
(Title of Class of Securities)
|
Tenzing Global Management LLC
90 New Montgomery Street, Suite 650
San Francisco, California 94105
415-645-2400
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
November
9, 2020
|
(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 ¨
*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).
SCHEDULE 13D
CUSIP No.
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20564W105
|
|
Page 2 of 10
|
1
|
NAME OF REPORTING PERSON
Tenzing
Global management LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
45-3120520
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
WC
|
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
|
|
0
|
8
|
SHARED VOTING POWER
|
|
3,500,000
|
9
|
SOLE DISPOSITIVE POWER
|
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
|
3,500,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
3,500,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
¨
|
|
|
(SEE INSTRUCTIONS)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.8%
|
14
|
TYPE OF REPORTING PERSON
|
|
IA, OO
|
|
|
|
|
|
|
|
|
|
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SCHEDULE 13D
CUSIP No.
|
20564W105
|
|
Page 3 of 10
|
1
|
NAME OF REPORTING PERSON
Tenzing
Global Investors LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
27-5132283
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
WC
|
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
|
|
0
|
8
|
SHARED VOTING POWER
|
|
2,548,836
|
9
|
SOLE DISPOSITIVE POWER
|
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
|
2,548,836
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
2,548,836
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
¨
|
|
|
(SEE INSTRUCTIONS)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.5%
|
14
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No.
|
20564W105
|
|
Page 4 of 10
|
1
|
NAME OF REPORTING PERSON
Tenzing
Global Investors Fund I LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
36-4708131
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
WC
|
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
|
|
0
|
8
|
SHARED VOTING POWER
|
|
2,548,836
|
9
|
SOLE DISPOSITIVE POWER
|
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
|
2,548,836
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
2,548,836
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
¨
|
|
|
(SEE INSTRUCTIONS)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.5%
|
14
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No.
|
20564W105
|
|
Page 5 of 10
|
1
|
NAME OF REPORTING PERSON
cHET
KAPOOR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
|
|
3,500,000
|
9
|
SOLE DISPOSITIVE POWER
|
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
|
3,500,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
3,500,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
¨
|
|
|
(SEE INSTRUCTIONS)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.8%
|
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
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|
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Item 1.
|
Security and Issuer.
|
This statement on
Schedule 13D (“Schedule 13D”) relates to 3,500,000 shares of Common Stock, $0.001 par value per share (the “Shares”),
of comScore, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 11950 Democracy
Drive, Suite 600, Reston, Virginia 20190.
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This Schedule 13D is jointly filed by:
|
|
(i)
|
Tenzing Global Management, LLC, a Delaware limited liability company (“Tenzing Global Management”), as the investment
adviser to Fund I (as defined below) and the investment manager of the Parallel Account (as defined below);
|
|
(ii)
|
Tenzing Global Investors LLC, a Delaware limited liability company (“Tenzing Global Investors”), as the general
partner of Fund I (as defined below);
|
|
(iii)
|
Tenzing Global Investors Fund I LP, a Delaware limited partnership (“Fund I”), with respect to the Shares directly
and beneficially owned by it; and
|
|
(iv)
|
Chet Kapoor, as Managing Partner and Chief Investment Officer (“CIO”) of each of Tenzing Global Investors and Tenzing
Global Management, and the Managing Partner and CIO of each of Fund I and the Parallel Account (as defined below).
|
Each of the foregoing is referred
to herein as a “Reporting Person” and collectively, as the “Reporting Persons.” Each of the Reporting Persons
is party to a Joint Filing Agreement. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
|
(b)
|
The address of the principal office of each of Tenzing Global Management, Tenzing Global Investors,
Fund I, and Mr. Kapoor is 90 New Montgomery Street, Suite 650, San Francisco, California 94105.
|
|
(c)
|
The principal business of Tenzing Global Management is providing investment management services.
Tenzing Global Management also manages other accounts on a discretionary basis (the “Parallel Account”). The principal
business of Tenzing Global Investors is serving as the general partner of Fund I. The principal business of Fund I is that of a
private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own
account. Mr. Kapoor is the Managing Partner and CIO of Tenzing Global Management and Tenzing Global Investors, and the Managing
Partner and CIO of Fund I and the Parallel Account.
|
|
(d)
|
No Reporting Person, nor any person listed on Schedule A to this Schedule 13D, annexed hereto,
has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
No Reporting Person, nor any person listed on Schedule A to this Schedule 13D, has, during the
last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
|
(f)
|
Each Reporting Person is a citizen of the United States of America.
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
This Amendment 1 does not concern to any additional purchases
of the Shares. Information regarding the source and amount of funds used to purchase the Shares by the Reporting Persons was previously
filed.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons purchased the Shares
based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Shares, consistent with its investment
purpose, each Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its
Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities,
liquidity requirements of the Reporting Persons, and/or other investment considerations. The purpose of the acquisitions of the
Shares was for investment, and the acquisitions of the Shares were made in the ordinary course of business and were not made for
the purpose of acquiring control of the Issuer.
Consistent with their investment purpose,
the Reporting Persons may engage in communications with one or more stockholders of the Issuer, one or more officers of the Issuer
and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the
Issuer, including but not limited to its operations, and plans of the Reporting Persons. The Reporting Persons may discuss ideas
that, if effected may result in a change in any of the following: the acquisition by persons of additional Shares of the Issuer,
an extraordinary corporate transaction involving the Issuer, and/or other changes in the board of directors or management of the
Issuer.
In September through November 2020,
the Reporting Persons sold, in the aggregate, 473,873 Shares in open market transactions.
As set forth below, as a result of
the transactions described herein, on November 9, 2020 each of the Reporting Persons ceased to be the beneficial owner of more
than five percent of the Shares. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes
an exit filing for the Reporting Persons.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
(a)
|
Each of the Reporting Person’s interests in the Securities of the Issuer are described as follows:
|
|
(i)
|
Tenzing Global Management, as the investment adviser of Fund
I and the investment manager of the Parallel Account, may be deemed to beneficially own
3,500,000 Shares of the Issuer, representing 4.8% of all the outstanding Shares of the
Issuer.
|
|
(ii)
|
Tenzing Global Investors, as the general partner of Fund
I, may be deemed to beneficially own 2,548,836 Shares of the Issuer, representing 3.5%
of all the outstanding Shares of the Issuer.
|
|
(iii)
|
Fund I directly owns 2,548,836 Shares of the Issuer, representing
3.5% of all the outstanding Shares of the Issuer.
|
|
(iv)
|
Mr. Kapoor, as Managing Partner and CIO of each of Tenzing
Global Management and Tenzing Global Investors, and the Managing Partner and CIO of Fund
I and the Parallel Account, may be deemed to beneficially own 3,500,000 Shares of the
Issuer, representing 4.8% of all the outstanding Shares of the Issuer.
|
|
(v)
|
Collectively, the Reporting Persons beneficially own 3,500,000
Shares of the Issuer, representing 4.8% of all the outstanding Shares of the Issuer.
|
Each Reporting Person disclaims beneficial
ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
The percentages set forth in this
response are based on 72,786,545 Shares outstanding as of November 5, 2020, as reported by the Issuer in its Form 10-Q filed with
the Securities and Exchange Commission on November 9, 2020.
|
(b)
|
Tenzing Global Management, Tenzing Global Investors, and
Mr. Kapoor may be deemed to share with Fund I and the Parallel Account (and not with
any third party) the power to vote or direct the vote of and to dispose or direct the
disposition of the 3,500,000 Shares and 4.8% Shares reported herein, respectively.
|
|
(c)
|
The following Reporting Persons engaged in the following open-market transactions with respect to the Issuer’s Shares
during the last 60 days:
|
Tenzing Global Investors
Fund I, LP
Date of Transaction
|
Quantity of Shares
|
Price per Share ($)
|
Type of Transaction
|
09/21/2020
|
36921
|
2.1497
|
Sale
|
09/22/2020
|
16876
|
2.0641
|
Sale
|
09/23/2020
|
24254
|
2.0052
|
Sale
|
09/24/2020
|
12158
|
1.9547
|
Sale
|
09/28/2020
|
18206
|
1.9966
|
Sale
|
09/29/2020
|
18206
|
1.9707
|
Sale
|
09/30/2020
|
36412
|
2.0254
|
Sale
|
10/02/2020
|
10849
|
2.0565
|
Sale
|
10/05/2020
|
25563
|
2.0815
|
Sale
|
10/27/2020
|
40053
|
1.9235
|
Sale
|
10/28/2020
|
32771
|
1.8598
|
Sale
|
11/11/2020
|
9969
|
2.1809
|
Sale
|
11/12/2020
|
14504
|
2.1549
|
Sale
|
11/13/2020
|
16535
|
2.1701
|
Sale
|
11/16/2020
|
31815
|
2.2096
|
Sale
|
Parallel Account
Date of Transaction
|
Quantity of Shares
|
Price per Share ($)
|
Type of Transaction
|
09/21/2020
|
13778
|
2.1497
|
Sale
|
09/22/2020
|
6298
|
2.0641
|
Sale
|
09/23/2020
|
9051
|
2.0052
|
Sale
|
09/24/2020
|
4537
|
1.9547
|
Sale
|
09/28/2020
|
6794
|
1.9966
|
Sale
|
09/29/2020
|
6794
|
1.9707
|
Sale
|
09/30/2020
|
13588
|
2.0254
|
Sale
|
10/02/2020
|
4049
|
2.0565
|
Sale
|
10/05/2020
|
9539
|
2.0815
|
Sale
|
10/27/2020
|
14947
|
1.9235
|
Sale
|
10/28/2020
|
12229
|
1.8598
|
Sale
|
11/11/2020
|
3720
|
2.1809
|
Sale
|
11/12/2020
|
5413
|
2.1549
|
Sale
|
11/13/2020
|
6171
|
2.1701
|
Sale
|
11/16/2020
|
11873
|
2.2096
|
Sale
|
|
(e)
|
The Reporting Persons have ceased to be the beneficial owners
of more than five percent of the Issuer's Common Stock based on the number of shares
of Common Stock outstanding as reported by the Company’s 10-Q filed on November
9, 2020.
|
|
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 Joint
Filing Agreement*.
*previously filed
Signatures
After reasonable inquiry and to the best of
the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: November 19, 2020
|
Tenzing Global Management LLC
|
|
|
|
|
By:
|
/s/ Chet Kapoor
|
|
Name
|
Chet Kapoor
|
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Title
|
Managing Partner of Tenzing Global Management LLC
|
|
|
|
|
Tenzing Global Investors LLC
|
|
|
|
|
By:
|
/s/ Chet Kapoor
|
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Name
|
Chet Kapoor
|
|
Title
|
Managing Partner of Tenzing Global Investors LLC
|
|
|
|
|
Tenzing Global Investors Fund I, LP
|
|
|
|
|
By:
|
Tenzing Global Investors LLC, its General Partner
|
|
By:
|
/s/ Chet Kapoor
|
|
Name
|
Chet Kapoor
|
|
Title
|
CIO of Tenzing Global Investors Fund I, LP
|
|
Chet Kapoor
|
|
|
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|
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/s/ Chet Kapoor
|
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Chet Kapoor
|
EXHIBIT INDEX
EXHIBIT A
|
Joint Filing Agreement, dated as of March 13, 2020,
by and among the Reporting Persons*.
|
*previously filed
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