SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WPP plc

(Last) (First) (Middle)
27 FARM STREET

(Street)
LONDON X0 W1J 5RJ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/29/2016 J(1) 3,493,572 A (1) 3,493,572 I See Footnote(2)
Common Stock 7,021,124 I See Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
WPP plc

(Last) (First) (Middle)
27 FARM STREET

(Street)
LONDON X0 W1J 5RJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WPP Luxembourg Gamma Three S.a.r.l.

(Last) (First) (Middle)
124 BOULEVARD DE LA PETRUSSE

(Street)
LUXEMBOURG N4 L-2330

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cavendish Square Holding B.V.

(Last) (First) (Middle)
LAAN OP ZUID 167

(Street)
3072 DB ROTTERDAM P7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares were received upon the completion of, and as a result of the merger of Rentrak Corporation ("Rentrak") into Rum Acquisition Corporation, a wholly owned subsidiary of comScore, Inc. on January 29, 2016 (the "Merger"). These shares were received in exchange for 3,037,889 shares of Rentrak common stock that WPP Luxembourg Gamma Three S.a r.l. ("Lux Gamma Three") owned immediately prior to the Merger. On the effective date of the Merger, the closing price of Rentrak's common stock was $44.47 per share.
2. These shares are owned directly by Lux Gamma Three, which is a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of intervening holding companies. WPP plc is an indirect beneficial owner of the reported securities. Lux Gamma Three disclaims beneficial ownership of these shares.
3. These shares are owned directly by Cavendish Square Holding B.V. ("Cavendish"), which is a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of intervening holding companies. WPP plc is an indirect beneficial owner of the reported securities. Cavendish disclaims beneficial ownership of these shares.
Remarks:
WPP plc By: /s/ Paul Richardson, Global Finance Director 01/29/2016
Cavendish Square Holding B.V. By: /s/ A. Van Heulen-Mulder, Managing Director 01/28/2016
WPP Luxembourg Gamma Three S.a r.l. By: /s/ Anne Ehrismann, Manager 01/29/2016
By: /s/ Thierry Lenders, Manager 01/29/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.