Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Rule 13d-102)
 
Information to be Included in Statements Filed
Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto
Filed Pursuant to Rule 13d-2(b)
 
(Amendment No. 1)*
 
 
ComScore, Inc.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
 
20564W105
  
(CUSIP Number)
 
 
May 16, 2008
 
 
(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).
 


Page 1 of 12


SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105

    
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CVCA, LLC (f/k/a J.P. Morgan Partners (SBIC), LLC)
13-337-6808
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
 
 
(b)
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
-0- shares of Common Stock
6.
Shared Voting Power
   
7.
Sole Dispositive
Power
-0- shares of Common Stock
8.
Shared
Dispositive Power
   
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person
-0- shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
-0-
12.
Type of Reporting Person (See Instructions)
OO


Page 2 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105


     
   1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
J.P. Morgan Partners (BHCA), L.P.
13-337-1826
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
 
(b)
 
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
-0- shares of Common Stock
6.
Shared Voting Power
  
7.
Sole Dispositive
Power
-0- shares of Common Stock
8.
Shared
Dispositive Power
  
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares of Common Stock
10.
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
-0-
12.
Type of Reporting Person (See Instructions)
OO


Page 3 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105

 
Item 1. 
 
 
(a)
Name of Issuer:
 
ComScore, Inc.
 
 
(b)
Address of Issuer's Principal Executive Offices:
 
11465 Sunset Hills Road
Suite 200
Reston, Virginia 20190
 
Item 2. 
 
 
(a)
Name of Persons Filing:
 
CVCA, LLC (f/k/a J.P. Morgan Partners (SBIC), LLC) (“CVCA”)
J.P. Morgan Partners (BHCA), L.P. (“BHCA”)
 
Supplemental information relating to the ownership and control of the persons filing this statement is included in Exhibit 2(a) attached hereto.
 
 
(b)
Address of Principal Business Office or, if none, Residence:
 
270 Park Avenue
New York, New York 10017
 
 
(c)
Citizenship:
 
Delaware
 
 
(d)
Title of Class of Securities (of Issuer):
 
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:
 
Not applicable.
 
Item 4. Ownership
 
 
(a)
Amount Beneficially Owned:
 
CVCA: -0- Common Stock
BHCA: -0- shares of Common Stock
 

Page 4 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105


 
 
(b)
Percent of Class:
 
CVCA: -0-
BHCA: -0-
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
CVCA: -0-
BHCA: -0-
 
(ii)
Not applicable.
 
(iii)
CVCA: -0-
BHCA: -0-
 
(iv)
Not applicable.

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 ý.
 
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
 
Not applicable.
 
Item 8. Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9. Notice of Dissolution of Group
 
Not applicable.
 
Item 10. Certification
 
Not applicable.
 

Page 5 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105


 
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.
 
Date: June 16, 2008

 
CVCA, LLC
     
 
By:
/c/ John C. Wilmot
   
Name:John C. Wilmot
   
Title: Managing Director
     
     
 
J.P. Morgan Partners (BHCA), L.P.
     
 
By:
JPMP Master Fund Manager, L.P.,
   
as general partner
     
 
By:
JPMP Capital Corp.,
   
as general partner
     
 
By:
/c/ John C. Wilmot
   
Name:John C. Wilmot
   
Title: Managing Director

Page 6 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105

EXHIBIT 2(a)
 
Item 2. Identity and Background.
 
This statement is being filed by CVCA, LLC (f/k/a J.P. Morgan Partners (SBIC), LLC), a Delaware limited liability company (hereinafter referred to as "CVCA"), whose principal business office is located at 270 Park Avenue, New York, New York 10017. CVCA is engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, occupations and employments of each executive officer and director of CVCA.
 
This statement is also being filed by J.P. Morgan Partners (BHCA), L.P., a Delaware limited limited partnership (hereinafter referred to as “BHCA”), whose principal business office is located at 270 Park Avenue, New York, NY 10017. BHCA is engaged in the venture capital and leveraged buyout business. CVCA is a wholly owned subsidiary of BHCA. As the sole member of CVCA, BHCA may be deemed to beneficially own the shares held by CVCA. The general partner of BHCA is JPMP Master Fund Manager, L.P., a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund"), whose principal business office is located at the same address as CVCA and BHCA, and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. As the general partner of BHCA, JPMP Master Fund may be deemed to beneficially own the shares held by CVCA and BHCA. The general partner of JPMP Master Fund is JPMP Capital Corp., a New York corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal business office is located at the same address as CVCA and BHCA, and is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp. As the general partner of JPMP Master Fund, JPMP Corp. may be deemed to beneficially own the shares held by CVCA and BHCA.
 
JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co., a Delaware corporation (hereinafter referred to as "JPMorgan Chase") which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule C hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase.
 

Page 7 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105

SCHEDULE A

CVCA, LLC (f/k/a J.P.Morgan SBIC, LLC)

Executive Officers1

President
Ina R. Drew*
Managing Director
Managing Director
Joseph S. Bonocore*
Ana Capella Gomez-Acebo*
Managing Director
John C. Wilmot*
Managing Director and Treasurer
Phillip D. Renshaw-Lewis*
Vice President
William T. Williams Jr*
Vice President and Assistant Secretary
Judah Shechter*
Vice President and Assistant Secretary
Elizabeth De Guzman*

Directors1

Ina R. Drew*
John C. Wilmot*
_______________________________
1  Each of whom is a United States citizen except for Ana Capella Gomez-Acebo who is a citizen of Spain.
*       Principal occupation is employee and/or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.




Page 8 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105

SCHEDULE B

JPMP CAPITAL CORP.

Executive Officers1  

President
Ina R. Drew*
Managing Director
Managing Director
Joseph S. Boconore*
Ana Capella Gomez-Acebo
Managing Director
John C. Wilmot*
Managing Director and Treasurer
Phillip D. Renshaw-Lewis*
Vice President
William T. Williams Jr.*
Vice President and Assistant Secretary
Judah Shechter*
Vice President and Assistant Secretary
Elizabeth De Guzman*


Directors1
Ina R. Drew*
John C. Wilmot*
 
 
_______________________________
1  Each of whom is a United States citizen except for Ana Capella Gomez-Acebo who is a citizen of Spain.
*       Principal occupation is employee and/or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.



Page 9 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105

SCHEDULE C

JPMORGAN CHASE & CO.
 
Executive Officers1 

President and Chief Executive Officer
James Dimon*
Chief Administrative Officer
Co-Chief Executive Officer, Investment Bank
Chief Financial Officer
Frank Bisignano *
Steven D. Black*
Michael J. Cavanagh*
Director of Human Resources
John F. Bradley*
Chief Investment Officer
Head, Commercial Banking
Ina R. Drew *
Samuel Todd Maclin*
Head, Strategy and Business Development
Jay Mandelbaum*
Chief Executive Officer, Treasury & Securities Services
Head, Retail Financial Services
Chief Executive Officer, Card Services
Global Head, Asset & Wealth Management
Heidi Miller*
Charles W. Scharf*
Gordon A. Smith*
James E. Staley*
Co-Chief Executive Officer, Investment Bank
General Counsel
Chief Risk Officer
William T. Winters*
Stephen M. Cutler*
Barry L. Zubrow*
 
 
_______________________________
1  Each of whom is a United States citizen
*       Principal occupation is employee and/or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.
Page 10 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105

Directors1 

 
Name
Principal Occupation or Employment;
Business or Residence Address
Crandall C. Bowles
Chairman and Chief Executive Officer
Spring Global US, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Stephen B. Burke
President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James S. Crown
President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
David M. Cote
Chairman and Chief Executive Officer
Honeywell International Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James Dimon
Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Ellen V. Futter
President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
William H. Gray, III
Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Laban P. Jackson, Jr.
Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
_______________________________
1  Each of whom is a United States citizen.

 

Page 11 of 12
SCHEDULE 13G
Issuer: ComScore, Inc.
CUSIP No.: 20564W105


Name
Principal Occupation or Employment;
Business or Residence Address
Lee R. Raymond
 
Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Robert I. Lipp
 
Chairman
The St. Paul Travelers Companies, Inc.
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
David C. Novak
 
Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
William C. Weldon
Chairman and Chief Executive Officer
Johnson & Johnson
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Page 12 of 12