Edgar Filing: COMSCORE, INC.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â CVCA, LLC

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

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

(Last)

(First)

(Middle)

,Â 270 PARK AVENUE

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 Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10017

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	814,293	$ ⁽⁵⁾	D ⁽²⁾ ⁽⁴⁾	Â
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	70,226	$ ⁽⁶⁾	D ⁽²⁾ ⁽⁴⁾	Â
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,690	$ ⁽⁶⁾	D ⁽³⁾ ⁽⁴⁾	Â
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	627,200	$ ⁽⁷⁾	D ⁽²⁾ ⁽⁴⁾	Â
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	685,964	$ ⁽⁸⁾	D ⁽²⁾ ⁽⁴⁾	Â
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	305,712	$ ⁽⁹⁾	D ⁽³⁾ ⁽⁴⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CVCA, LLC 270 PARK AVENUE NEW YORK,Â NYÂ 10017	Â	Â X	Â	Â
JP MORGAN PARTNERS BHCA LP C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE, 39TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Â
JPMP MASTER FUND MANAGER L P C/O JPMORGAN PARTNERS LLC 270 PARK AVENUE, 39TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Â
JPMP CAPITAL CORP C/O JP MORGAN PARTNERS, LLC 270 PARK AVENUE, 39TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Â

Signatures

/s/ Ana Capella Gomez-Acebo, Managing Director		06/26/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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