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Form SC 13D/A COMSCORE, INC. Filed by: 180 DEGREE CAPITAL CORP. /NY/

February 22, 2024 8:51 AM EST


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
1NAME OF REPORTING PERSONS:

180 Degree Capital Corp.
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X (b)
3SEC USE ONLY
4SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO
5CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6CITIZENSHIP OR PLACE OF ORGANIZATION

New York
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7SOLE VOTING POWER

0
8
SHARED VOTING POWER

340,366 shares*
9SOLE DISPOSITIVE POWER

0
10
SHARED DISPOSITIVE POWER

340,366 shares*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

340,366 shares*
12CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED IN ROW (11)

7.2%*
14TYPE 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
1NAME OF REPORTING PERSONS:

Matthew F. McLaughlin
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X (b)
3SEC USE ONLY
4SOURCE OF FUNDS (SEE INSTRUCTIONS)

PF
5CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6CITIZENSHIP 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*
8SHARED VOTING POWER

0
9
SOLE DISPOSITIVE POWER

100,000 shares*
10SHARED DISPOSITIVE POWER

0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000 shares*
12CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED IN ROW (11)

2.1%*
14TYPE 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
1NAME OF REPORTING PERSONS:

Kevin M. Rendino
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X (b)
3SEC USE ONLY
4SOURCE OF FUNDS (SEE INSTRUCTIONS)

PF
5CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7SOLE VOTING POWER

0
8
SHARED VOTING POWER

26,125 shares*
9SOLE DISPOSITIVE POWER

0
10
SHARED DISPOSITIVE POWER

26,125 shares*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,125 shares*
12CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED IN ROW (11)

Less than 1%*
14TYPE 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:

Class of SecurityShares PurchasedPrice Per ShareDate of PurchaseReporting Person
Common Stock4,170$18.22021/22/2024Kevin M. Rendino
Common Stock1,125$17.43142/13/2024Kevin M. Rendino
Common Stock5,000$16.79002/20/2024Kevin M. Rendino

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


ATTACHMENTS / EXHIBITS

EX-99.1

EX-99.2



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