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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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comScore, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Jennifer A. Smith 400 Washington Blvd., Stamford, CT, 06902 (203) 905-7801 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/19/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Charter Communications, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,090,681.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CCH II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,090,681.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Charter Communications Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,090,681.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Spectrum Management Holding Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,090,681.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Charter Communications Holding Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,090,681.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
comScore, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11950 Democracy Drive, Suite 600, Reston,
VIRGINIA
, 20190. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D (this "Amendment No. 4" or "Statement") amends and supplements the statement on Schedule 13D originally filed with the SEC on March 19, 2021, as amended. Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 4 of this Statement is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Schedule 13D is amended to incorporate the following at the end thereof:
On August 19, 2026, Charter Communications, Inc., a Delaware corporation ("Charter Parent"), completed its previously announced acquisition of Liberty Broadband Corporation, a Delaware corporation ("Liberty"), pursuant to that certain Agreement and Plan of Merger, dated as of November 12, 2024 (the "Merger Agreement"), by and among Charter Parent, Fusion Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Charter Parent ("Merger LLC"), Fusion Merger Sub 2, Inc., a Delaware corporation and a direct wholly owned subsidiary of Merger LLC ("Merger Sub"), pursuant to which (i) Merger Sub merged with and into Liberty (the "Merger"), with Liberty surviving the Merger as the surviving corporation and a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, Liberty (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger", and together with the Merger, the "Combination"), with Merger LLC surviving the Upstream Merger as the surviving company and a wholly owned subsidiary of Charter Parent. In connection with the completion of the Combination, Charter Parent became the beneficial owner of 3,286,825 shares of Common Stock held by Liberty and 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock held by Liberty. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages of this Statement and the information set forth in Item 4 of this Statement are incorporated herein by reference.
As of the date hereof, the Reporting Persons (as defined in Item 5(b)) beneficially own an aggregate of 15,090,681 shares of Common Stock, inclusive of 8,447,242 shares of Common Stock issuable upon conversion of 8,447,242 shares of Series C Preferred Stock, 6,582,008 shares of Common Stock and 61,431 shares of Common Stock issuable in respect of deferred RSUs. Such shares of Common Stock represent approximately 63.7% of the Issuer's outstanding Common Stock, assuming settlement of the deferred RSUs held by the Reporting Persons and the exchange of all Series C Preferred Stock held by the Reporting Persons into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Certificate of Designations, no holder of Series C Preferred Stock may convert Series C Preferred Stock in an amount that would cause such holder to beneficially own immediately following such conversion more than 49.99% of the then outstanding shares of Common Stock. Pursuant to the Certificate of Designations, to the extent that the Series C Preferred Stock and any shares of Common Stock held by the Reporting Person, together with certain transferees and affiliates, would represent voting rights with respect to more than the Voting Threshold, such Reporting Person will not be permitted to exercise the voting rights with respect to any shares of Series C Preferred Stock held by them in excess of the Voting Threshold and the Issuer shall exercise the voting rights with respect to such shares of Series C Preferred Stock in excess of the Voting Threshold in a neutral manner.
In addition, the Reporting Persons may, as a result of the Second Amended and Restated Stockholders Agreement (as defined and disclosed in Item 6 of this Statement) and certain rights and agreements thereunder, be deemed to be part of a group with the other shareholder parties thereto. Such group would beneficially own an aggregate of 22,715,781 shares of Common Stock, representing approximately 81.36% of the Issuer's outstanding Common Stock, provided that the Reporting Persons disclaim, and this filing shall not be deemed an admission of, the existence of or membership in any such group. | |
| (b) | Charter Communications Holding Company, LLC, a Delaware limited liability company ("Charter Holdco") is the beneficial owner of the 6,582,008 shares of Common Stock and 8,447,242 shares of Series C Preferred Stock and has the right to receive 61,431 shares of Common Stock to be issued in settlement of deferred RSUs granted by the Issuer in respect of David Kline's and Jeffrey Barratt Murphy's service on the Issuer's board of directors. Spectrum Management Holding Company, a Delaware limited liability company ("Spectrum Holdings"), is the controlling parent company of Charter Holdco. Charter Communications Holdings, LLC, a Delaware limited liability company ("Charter Holdings"), is the controlling parent company of Spectrum Holdings. CCH II, LLC, a Delaware limited liability company ("CCH II"), is the controlling parent company of Charter Holdings. Charter Parent is the controlling parent company of CCH II. As a result of the foregoing ownership and relationships, each of Charter Parent, Charter Holdco, CCH II, Charter Holdings and Spectrum Holdings may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of the reported securities held by Charter Holdco (subject, in each case, to the limitations on the conversion and voting of Series C Preferred Stock as further described herein). Charter Parent, Charter Holdco, CCH II, Charter Holdings and Spectrum Holdings are sometimes referred to herein collectively as the "Reporting Persons" and individually as a "Reporting Person." Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership (other than Series C Preferred Stock and Common Stock held directly by such Reporting Person) is expressly disclaimed by each such Reporting Person. | |
| (c) | On July 1, 2026, the Issuer granted an award of 16,461 RSUs to Mr. Murphy pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2026-2027 director term, will vest in full on the earliest of (i) the date of the Issuer's 2027 annual meeting of stockholders, (ii) June 30, 2027, and (iii) the date of a change in control of the Issuer, subject in each case to the grantee's continued status as a member of the Issuer's Board of Directors on the vesting date. Vested units will be deferred and delivered in shares of Common Stock upon a separation from service or a change in control of the Issuer, as set forth in the applicable award notice. Mr. Murphy assigned all his rights and interests in the RSU award to Charter Holdco. | |
| 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.
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