UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

COMSCORE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

20564W105

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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. 20564W105

 

 

1.

Names of Reporting Persons
Lehman Brothers Holdings Inc.

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person

13-3216325

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,699,157

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,699,157

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,157

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.1%(1)

 

 

12.

Type of Reporting Person (See Instructions)
HC/CO

 

(1)

Based on 27,914,541 shares of common stock outstanding as of November 9, 2007, as reported in the 10-Q for the period ended September 30, 2007.

 

2


 

CUSIP No. 20564W105

 

 

1.

Names of Reporting Persons
Lehman Brothers Inc.

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person

13-2518466

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,699,157

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,699,157

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,157

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.1%(1)

 

 

12.

Type of Reporting Person (See Instructions)
BD/CO

 

(1) 

Based on 27,914,541 shares of common stock outstanding as of November 9, 2007, as reported in the 10-Q for the period ended September 30, 2007.

 

3


 

CUSIP No. 20564W105

 

 

1.

Names of Reporting Persons
LB I Group Inc.

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person

13-2741778

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,699,157

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,699,157

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,157

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.1%(1)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)

Based on 27,914,541 shares of common stock outstanding as of November 9, 2007, as reported in the 10-Q for the period ended September 30, 2007.

 

4


 

 

CUSIP No. 20564W105

 

 

1.

Names of Reporting Persons
Lehman Brothers Venture Capital Partners I, LP

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person
13-4055760

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
335,837

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
335,837

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
335,837

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.2%(1)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)  Based on 27,914,541 shares of common stock outstanding as of November 9, 2007, as reported in the 10-Q for the period ended September 30, 2007.

 

5


 

CUSIP No. 20564W105

 

 

1.

Names of Reporting Persons
Lehman Brothers Venture Associates Inc

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person
13-4053690

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
616,092

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
616,092

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
616,092

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.2%(1)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)  Based on 27,914,541 shares of common stock outstanding as of November 9, 2007, as reported in the 10-Q for the period ended September 30, 2007.

 

6


 

CUSIP No.  20564W105

 

 

1.

Names of Reporting Persons
Lehman Brothers Venture Partners LP

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person
13-4055753

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
616,092

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
616,092

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
616,092

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.2%(1)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)  Based on 27,914,541 shares of common stock outstanding as of November 9, 2007, as reported in the 10-Q for the period ended September 30, 2007.

 

7


Item 1.

 

(a)

Name of Issuer
Comscore, Inc

 

(b)

Address of Issuer’s Principal Executive Offices
11465 Sunset Hills Road, Suite 200

Reston, VA 20190

 

Item 2.

 

(a)

Name of Person Filing
Lehman Brothers Holdings Inc.

Lehman Brothers Inc.

LB I Group Inc.

Lehman Brothers Venture Capital Partners I, LP

Lehman Brothers Venture Associates Inc.

Lehman Brothers Venture Partners LP

 

(b)

Address of Principal Business Office or, if none, Residence
Lehman Brothers Holdings Inc.

745 Seventh Avenue

New York, New York 10019

 

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

 

LB I Group Inc.

399 Park Avenue

New York, New York 10022

 

Lehman Brothers Venture Capital Partners I, LP

399 Park Avenue

New York, New York 10022

 

Lehman Brothers Venture Associates Inc.

745 Seventh Avenue

New York, New York 10019

 

8


 

 

 

Lehman Brothers Venture Partners LP

745 Seventh Avenue

New York, New York 10019

 

 

 

 

(c)

Citizenship
Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.

 

Lehman Brothers Inc. (“LBI”) is a corporation organized under the laws of the State of Delaware.

 

LB I Group Inc. (“LB I Group”) is a corporation organized under the laws of the State of Delaware.

 

Lehman Brothers Venture Capital Partners I, LP (“LB Venture Capital”) is a limited liability company formed under the laws of the State of Delaware.

 

Lehman Brothers Venture Associates Inc. (“LB Venture Associates”) is a corporation organized under the laws of the State of Delaware.

 

Lehman Brothers Venture Partners LP (“LB Venture Partners”) is a limited partnership formed under the laws of the State of Delaware.

 

9


 

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
20564W105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

A broker or dealer under Section 15 of the 1934 Act

 

(b)

o

A bank as defined in Section 3(a)(6) of the 1934 Act

 

(c)

o

An insurance company as defined in Section 3(a) (19) of the 1934 Act

 

(d)

o

An investment company registered under Section 8 of the Investment Company Act of 1940

 

(e)

o

An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

 

(i)

o

A church plan that is excluded from the definition of investment Company under Section 3(c)(14) of the Investment Company Act of 1940

 

(j)

o

A group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See Item 9 of cover pages.

 

(b)

Percent of class:   

See Item 11 of cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

10


 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

 

 

See Items 5-8 of cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

LB I Group is the actual owner of 747,228 shares of Common Stock reported herein.  LB I Group, is wholly-owned by LBI, which is wholly-owned by Holdings.

 

Under the rules and regulations of the Securities and Exchange Commission, LBI and Holdings may be deemed to be the beneficial owners of the shares of Common Stock owned by LB I Group.

 

LB Venture Partners is the actual owner of 616,092 shares of Common Stock reported herein.  LB Venture Partners is wholly-owned by LB Venture Associates, which is wholly-owned by LB I Group, which is wholly-owned by LBI, which is wholly-owned by Holdings.

 

Under the rules and regulations of the Securities and Exchange Commission, LB Venture Associates, LB I Group, LBI and Holdings may be deemed to be the beneficial owners of the Common Stock owned by LB Venture Partners.

 

LB Venture Capital is the actual owner of 335,837 shares of Common Stock reported herein.  LB Venture Capital is wholly-owned by LB I Group which is wholly-owned by LBI, which is wholly-owned by Holdings.

 

Under the rules and regulations of the Securities and Exchange Commission, LB I Group, LBI and Holdings may be deemed to be the beneficial owners of the Common Stock owned by LBVenture Capital.

 

 

11


 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

 

o

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

x

By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 13, 2008

 

Date

 

 

 

LEHMAN BROTHERS HOLDINGS INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Vice President

 

Name/Title

 

 

 

LEHMAN BROTHERS INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Senior Vice President

 

Name/Title

 

 

 

LB I GROUP INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

12


 

 

LEHMAN BROTHERS VENTURE CAPITAL PARTNERS I, LP

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

 

 

LEHMAN BROTHERS VENTURE ASSOCIATES INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

 

 

LEHMAN BROTHERS VENTURE PARTNERS LP

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

13


 

EXHIBIT A - JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

 

 

February 13, 2008

 

Date

 

 

 

LEHMAN BROTHERS HOLDINGS INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Vice President

 

Name/Title

 

 

 

LEHMAN BROTHERS INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Senior Vice President

 

Name/Title

 

 

 

LB I GROUP INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

 

 

LEHMAN BROTHERS VENTURE CAPITAL PARTNERS I, LP

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

 

 

LEHMAN BROTHERS VENTURE ASSOCIATES INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

14


 

 

LEHMAN BROTHERS VENTURE PARTNERS LP

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

15