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
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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*
ACCEL VII LP

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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)
07/02/2007
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 07/02/2007 C 777,549(1) A (9) 777,549 D(2)
Common Stock 07/02/2007 C 144,378(3) A (9) 921,927 D(2)
Common Stock 07/02/2007 C 582,400(4) A (9) 1,504,327 D(2)
Common Stock 07/02/2007 C 909,953(5) A (9) 2,414,280 D(2)
Common Stock 07/02/2007 C 1,883,002(6) A (9) 4,297,282 D(2)
Common Stock 07/02/2007 C 194,387(1) A (9) 194,387 I(7) Held by Accel Internet Fund III L.P.
Common Stock 07/02/2007 C 36,095(3) A (9) 230,482 I(7) Held by Accel Internet Fund III L.P.
Common Stock 07/02/2007 C 145,600(4) A (9) 376,082 I(7) Held by Accel Internet Fund III L.P.
Common Stock 07/02/2007 C 227,488(5) A (9) 603,570 I(7) Held by Accel Internet Fund III L.P.
Common Stock 07/02/2007 C 470,751(6) A (9) 1,074,321 I(7) Held by Accel Internet Fund III L.P.
Common Stock 07/02/2007 C 96,125(1) A (9) 96,125 I(8) Held by Accel Investors '99 L.P.
Common Stock 07/02/2007 C 17,848(3) A (9) 113,973 I(8) Held by Accel Investors '99 L.P.
Common Stock 07/02/2007 C 72,000(4) A (9) 185,973 I(8) Held by Accel Investors '99 L.P.
Common Stock 07/02/2007 C 112,494(5) A (9) 298,467 I(8) Held by Accel Investors '99 L.P.
Common Stock 07/02/2007 C 232,789(6) A (9) 531,256 I(8) Held by Accel Investors '99 L.P.
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
Series A Preferred Stock (9) 07/02/2007 C 668,693 (9) (9) Common Stock 777,549 $0 0 D
Series B Preferred Stock (9) 07/02/2007 C 72,779 (9) (9) Common Stock 144,378 $0 0 D
Series C Preferred Stock (9) 07/02/2007 C 384,982 (9) (9) Common Stock 582,400 $0 0 D
Series D Preferred Stock (9) 07/02/2007 C 809,207 (9) (9) Common Stock 909,953 $0 0 D
Series E Preferred Stock (9) 07/02/2007 C 1,883,002 (9) (9) Common Stock 1,883,002 $0 0 D
Series A Preferred Stock (9) 07/02/2007 C 167,174 (9) (9) Common Stock 194,387 $0 0 I(7) Held by Accel Internet Fund III L.P.
Series B Preferred Stock (9) 07/02/2007 C 18,196 (9) (9) Common Stock 36,095 $0 0 I(7) Held by Accel Internet Fund III L.P.
Series C Preferred Stock (9) 07/02/2007 C 96,246 (9) (9) Common Stock 145,600 $0 0 I(7) Held by Accel Internet Fund III L.P.
Series D Preferred Stock (9) 07/02/2007 C 202,302 (9) (9) Common Stock 227,488 $0 0 I(7) Held by Accel Internet Fund III L.P.
Series E Preferred Stock (9) 07/02/2007 C 470,751 (9) (9) Common Stock 470,751 $0 0 I(7) Held by Accel Internet Fund III L.P.
Series A Preferred Stock (9) 07/02/2007 C 82,669 (9) (9) Common Stock 96,125 $0 0 I(8) Held by Accel Investors '99 L.P.
Series B Preferred Stock (9) 07/02/2007 C 8,998 (9) (9) Common Stock 17,848 $0 0 I(8) Held by Accel Investors '99 L.P.
Series C Preferred Stock (9) 07/02/2007 C 47,594 (9) (9) Common Stock 72,000 $0 0 I(8) Held by Accel Investors '99 L.P.
Series D Preferred Stock (9) 07/02/2007 C 100,040 (9) (9) Common Stock 112,494 $0 0 I(8) Held by Accel Investors '99 L.P.
Series E Preferred Stock (9) 07/02/2007 C 232,789 (9) (9) Common Stock 232,789 $0 0 I(8) Held by Accel Investors '99 L.P.
1. Name and Address of Reporting Person*
ACCEL VII LP

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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*
ACCEL VII ASSOCIATES LLC

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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*
ACCEL INTERNET FUND III LP

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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*
ACCEL INTERNET FUND III ASSOCIATES LLC

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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*
ACCEL INVESTORS 99 LP

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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*
PATTERSON ARTHUR C

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVE

(Street)
PALO ALTO CA 94301

(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*
BREYER JAMES

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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*
SWARTZ JAMES R

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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*
WAGNER J PETER

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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*
GOUW RANZETTA THERESIA

(Last) (First) (Middle)
C/O ACCEL PARTNERS
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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. Conversion of Preferred Series A to Common Stock.
2. Shares are directly owned by Accel VII L.P. Accel VII Associates L.L.C. is the General Partner of Accel VII L.P. and has the sole voting and investment power. James W. Breyer, Arthur C. Patterson, Theresia G. Ranzetta, James R. Swartz, and J. Peter Wagner are the Managing Members of Accel VII Associates L.L.C. and share such powers. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
3. Conversion of Preferred Series B to Common Stock.
4. Conversion of Preferred Series C to Common Stock.
5. Conversion of Preferred Series D to Common Stock.
6. Conversion of Preferred Series E to Common Stock.
7. Shares are directly owned by Accel Internet Fund III L.P. Accel Internet Fund III Associates L.L.C. is the General Partner of Accel Internet Fund III L.P. and has the sole voting and investment power. James W. Breyer, Arthur C. Patterson, Theresia G. Ranzetta, James R. Swartz, and J. Peter Wagner are the Managing Members of Accel Internet Fund III Associates L.L.C. and share such powers. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
8. Shares are directly owned by Accel Investors '99 L.P. James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta, James R. Swartz, and J. Peter Wagner are the General Partners of Accel Investors '99 L.P. and share such powers. Each such person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
9. The convertible preferred stock converted into Issuer's common stock automatically upon a initial public offering and had no expiration date
Tracy L. Sedlock, as Attorney in Fact for the Reporting Persons 07/02/2007
** 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).
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