13D Filing: Starboard Value LP and Comscore Inc. (SCOR)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)¹

comScore, Inc.

(Name of Issuer)

Common Stock,
par value $0.001 per share

(Title of Class of Securities)

20564W105

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of
Person

Authorized to Receive Notices and Communications)

January 16, 2018

(Date of Event Which Requires Filing of
This Statement)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

________________________

¹       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 disclosures provided in
a prior cover page.

The information required on 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 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).

Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

(Continued on following pages)

⁽¹⁾ Includes 500,000 Shares underlying a certain
forward purchase contract exercisable within 60 days hereof.

⁽²⁾ Includes 1,287,790 Shares issuable upon the conversion
of certain Notes (as defined and described below), and excludes additional Shares that are not issuable due to the beneficial ownership
limitation, which provides that the Notes may not be converted if, after such conversion, the Reporting Persons would beneficially
own more than 4.99% of the Shares.

⁽¹⁾ Includes 500,000 Shares underlying a certain
forward purchase contract exercisable within 60 days hereof.

⁽²⁾ Includes 1,287,790 Shares issuable upon the conversion
of certain Notes and excludes additional Shares that are not issuable due to the beneficial ownership limitation, which provides
that the Notes may not be converted if, after such conversion, the Reporting Persons would beneficially own more than 4.99% of
the Issuer’s Shares.

⁽¹⁾ Excludes Shares underlying certain Notes that
are not issuable due to the beneficial ownership limitation, which provides that the Notes may not be converted if, after such
conversion, the Reporting Persons would beneficially own more than 4.99% of the Issuer’s Shares.

⁽¹⁾ Excludes Shares underlying certain Notes that
are not issuable due to the beneficial ownership limitation, which provides that the Notes may not be converted if, after such
conversion, the Reporting Persons would beneficially own more than 4.99% of the Issuer’s Shares.

⁽¹⁾ Excludes Shares underlying certain Notes that
are not issuable due to the beneficial ownership limitation, which provides that the Notes may not be converted if, after such
conversion, the Reporting Persons would beneficially own more than 4.99% of the Issuer’s Shares.

⁽¹⁾ Excludes Shares underlying certain Notes that
are not issuable due to the beneficial ownership limitation, which provides that the Notes may not be converted if, after such
conversion, the Reporting Persons would beneficially own more than 4.99% of the Issuer’s Shares.

⁽¹⁾ Includes 500,000 Shares underlying a certain
forward purchase contract exercisable within 60 days hereof.

⁽²⁾ Includes 1,287,790 Shares issuable upon the conversion
of certain Notes and excludes additional Shares that are not issuable due to the beneficial ownership limitation, which provides
that the Notes may not be converted if, after such conversion, the Reporting Persons would beneficially own more than 4.99% of
the Issuer’s Shares.

⁽¹⁾ Includes 500,000 Shares underlying a certain
forward purchase contract exercisable within 60 days hereof.

⁽²⁾ Includes 1,287,790 Shares issuable upon the conversion
of certain Notes and excludes additional Shares that are not issuable due to the beneficial ownership limitation, which provides
that the Notes may not be converted if, after such conversion, the Reporting Persons would beneficially own more than 4.99% of
the Issuer’s Shares.

⁽¹⁾ Includes 500,000 Shares underlying a certain
forward purchase contract exercisable within 60 days hereof.

⁽²⁾ Includes 1,287,790 Shares issuable upon the conversion
of certain Notes and excludes additional Shares that are not issuable due to the beneficial ownership limitation, which provides
that the Notes may not be converted if, after such conversion, the Reporting Persons would beneficially own more than 4.99% of
the Issuer’s Shares.

⁽¹⁾ Includes 500,000 Shares underlying a certain
forward purchase contract exercisable within 60 days hereof.

⁽²⁾ Includes 1,287,790 Shares issuable upon the conversion
of certain Notes and excludes additional Shares that are not issuable due to the beneficial ownership limitation, which provides
that the Notes may not be converted if, after such conversion, the Reporting Persons would beneficially own more than 4.99% of
the Issuer’s Shares.

⁽¹⁾ Includes 500,000 Shares underlying a certain
forward purchase contract exercisable within 60 days hereof.

⁽²⁾ Includes 1,287,790 Shares issuable upon the conversion
of certain Notes and excludes additional Shares that are not issuable due to the beneficial ownership limitation, which provides
that the Notes may not be converted if, after such conversion, the Reporting Persons would beneficially own more than 4.99% of
the Issuer’s Shares.

⁽¹⁾ Includes 500,000 Shares underlying a certain
forward purchase contract exercisable within 60 days hereof.

⁽²⁾ Includes 1,287,790 Shares issuable upon the conversion
of certain Notes and excludes additional Shares that are not issuable due to the beneficial ownership limitation, which provides
that the Notes may not be converted if, after such conversion, the Reporting Persons would beneficially own more than 4.99% of
the Issuer’s Shares.

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.

Item 3 is hereby amended and restated to read
as follows:

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 652,676 Shares beneficially owned by Starboard V&O Fund is approximately $16,863,467, excluding
brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contract providing for
the purchase of 500,000 Shares by Starboard V&O Fund is approximately $14,860,000, excluding commissions. The aggregate purchase
price of the 130,477 Shares beneficially owned by Starboard S LLC is approximately $3,259,770, excluding brokerage commissions.
The aggregate purchase price of the 72,922 Shares beneficially owned by Starboard C LP is approximately $1,821,886, excluding brokerage
commissions. The aggregate purchase price of the 149,382 Shares held in the Starboard Value LP Account is approximately $4,341,241,
excluding brokerage commissions.

As described in Item
4 below, the Reporting Persons entered into certain Agreements (as defined below) with the Issuer to purchase the Notes (as defined
below). Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP through the Starboard
Value LP Account surrendered Shares to the Company and paid a cash amount, as set forth on the “Schedule of Buyers”
attached to the Purchase Agreement (defined in Item 4 below and attached as Exhibit 10.1 to the Issuer’s Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on January 16, 2018).

Item 4 is hereby amended to add the following:

On January 16, 2018 (the
“Closing Date”), and as described in more detail below, the Issuer and certain of its subsidiaries entered into certain
agreements with certain of the Reporting Persons (collectively, the “Starboard Buyers”), providing for: (i) the sale
to the Starboard Buyers of (A) $150,000,000 in aggregate principal amount of senior secured convertible notes (the “Notes”)
of the Issuer, which Notes are convertible into shares (the “Conversion Shares”) of the Issuer’s common stock,
par value $0.001 per share (“Common Stock”), and (B) warrants (the “Warrants”) exercisable for 250,000
shares of Common Stock (the “Warrant Shares”); (ii) the grant to the Starboard Buyers of an option (the “Notes
Option”) to purchase up to an additional $50.0 million in aggregate principal amount of Notes (such Notes, the “Option
Notes”); and (iii) the Issuer’s future right to conduct a rights offering, which offering will be open to all of the
Issuer’s stockholders on a pro rata basis in accordance with the rules and regulations of the SEC relating to offers of this
type (the “Rights Offering”), of up to $150.0 million in aggregate principal amount of senior secured convertible notes
of the Issuer, in each case subject to the terms and conditions contained in the applicable transaction documents described below.

The Notes were issued
and sold pursuant to the terms and conditions of a Securities Purchase Agreement, dated as of the Closing Date, by and among the
Issuer and the Starboard Buyers (the “Purchase Agreement”), and certain notes issued in favor of the Starboard Buyers
(the “Note Agreement”). The Starboard Buyers exchanged $85.0 million of cash, and 2,600,000 shares of Common Stock
owned by them, for the Notes and the Warrants, with the share exchange rate representing a 14.1% discount from the last closing
bid price of the Common Stock on the OTC Markets on the trading day immediately preceding the Closing Date.

The Notes mature on January
16, 2022 (the “Maturity Date”). Interest on the Notes accrues at a minimum of 6.0% per year for the first year and
two weeks the Notes are outstanding, and at a minimum interest rate of 4.0% per year thereafter (each date, an “Interest
Reset Date”), in each case subject to upward adjustment to up to 12.0% per year, based upon the then-applicable Conversion
Premium (as defined in the Note Agreement) as set out in the Note Agreement. In addition, in the event the Issuer has not filed
with the SEC a Form 10-K containing its audited financial statements for the years ended December 31, 2015, 2016 and 2017 (the
“Form 10-K”) by April 30, 2018 (the “Form 10-K Filing Deadline”), the then-applicable interest rate will
increase by 2.0% until the Issuer becomes current in its filings under the Securities Exchange Act of 1934 (the “Exchange
Act”) and until the next applicable Interest Reset Date, at which time such interest rate increase will no longer remain
in effect.

Interest on the Notes
is payable, at the option of the Issuer, in cash, or, subject to certain conditions, through the issuance by the Issuer of additional
shares of Common Stock (the “PIK Interest Shares”). Any PIK Interest Shares so issued will be valued at the arithmetical
average of the volume-weighted average trading prices of the Common Stock on each trading day during the ten consecutive trading
days ending on the trading day immediately preceding the applicable interest payment date.

The Notes are convertible
into shares of Common Stock at any time prior to the Maturity Date at a price (the “Conversion Price”) equal to a 30.0%
premium to the volume weighted average trading prices of the Common Stock on each trading day during the ten consecutive trading
days commencing on the Closing Date, subject to a Conversion Price floor of $28.00 per share. The Notes are also subject to a 4.99%
blocker providing that the Reporting Persons cannot convert any of the Notes if the Reporting Persons would beneficially own, after
any such conversion, more than 4.99% of the outstanding shares of Common Stock of the Issuer.

Pursuant to the terms
of the Purchase Agreement, the Issuer granted the Notes Option to the Starboard Buyers, which Notes Option is exercisable, in whole
or in part, at any time or times through the date that is five business days after the Company files a registration statement relating
to the Rights Offering. Option Notes may be purchased, at the option of the Starboard Buyers, through the exchange of a combination
of cash and shares of Common Stock owned by the Starboard Buyers, subject to certain limitations, as set out in the Purchase Agreement.
Any Option Notes purchased pursuant to the grant of the Notes Option will have the same terms, including as to maturity, interest
rate, convertibility, and security, as the Notes. In the event the Notes Option is exercised by the Starboard Buyers, but the Issuer
is unable to deliver any Option Notes due to, among other things, judicial or regulatory limitation, the Issuer will be obligated
to deliver to the Starboard Buyers an equivalent amount of value through the issuance of additional warrants to purchase Common
Stock, an increase in the interest rate on the Notes, or a reduction in the Conversion Rate of the Notes, as described in the Purchase
Agreement.

The Notes are (and any
Option Notes will be) guaranteed by certain of the Issuer’s direct and indirect wholly-owned domestic subsidiaries (the “Guarantors”)
and are (and any Option Notes will be) secured by a security interest in substantially all of the assets of the Issuer and the
Guarantors, pursuant to a Guaranty, dated as of the Closing Date, entered into by the Guarantors (the “Guaranty Agreement”),
and a Pledge and Security Agreement, dated as of the Closing Date, among the Issuer, the Guarantors and Starboard Value and Opportunity
Master Fund Ltd. as collateral agent (the “Security Agreement”).

The Notes contain (and
any Option Notes will contain) certain affirmative and restrictive covenants with which the Issuer must comply, including covenants
with respect to (i) limitations on additional indebtedness, (ii) limitations on liens, (iii) limitations on certain payments, (iv)
maintenance of certain minimum cash balances and (v) the filing of the Form 10-K and certain other disclosures with the SEC.

Pursuant to the Purchase
Agreement, the Issuer agreed to issue to the Starboard Buyers on the earlier of the closing of the Rights Offering and October
16, 2018, Warrants to acquire the Warrant Shares pursuant to the terms and conditions of a Warrant to Purchase Common Stock (the
“Warrant Agreement”). The Warrants will entitle the holders thereof to purchase, on a one-for-one basis, shares of
Common Stock at a price of $0.01 per share, and will be exercisable for five years from the date of issuance. The Warrants will
not be subject to any anti-dilution protection, other than standard adjustments in the case of stock splits, stock dividends and
the like.

As contemplated by the
Purchase Agreement, on the Closing Date, the Issuer entered into a registration rights agreement with the Starboard Buyers (the
“Registration Rights Agreement”), pursuant to which the Issuer has agreed to file one or more registration statements
allowing for the resale of the Conversion Shares (including any Conversion Shares which may become issuable following the sale
of any Option Notes), the Warrant Shares and the PIK Interest Shares. The Registration Rights Agreement requires, among other things,
the Issuer to file a registration statement covering the resale of such securities within 30 days of the Issuer filing with the
SEC the Form 10-K, and to use commercially reasonable efforts to have such registration statement declared effective within ninety
days following the filing thereof. The Registration Rights Agreement also includes other customary provisions relating to, among
other things, suspension periods and indemnification.

The foregoing descriptions
of each of the Purchase Agreement, the form of the Note Agreement, the Guaranty Agreement, the Security Agreement, the form of
the Warrant Agreement and the Registration Rights Agreement (collectively the “Agreements”) are qualified in their
entirety by reference to each of the Agreements, which are filed as exhibits to the Issuer’s Form 8-K filed with the SEC
on January 16, 2018 and are incorporated herein by reference.

Item 5 is hereby amended
and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon (i) 54,689,047 Shares outstanding (representing 57,289,047 Shares
outstanding as of December 31, 2017, which is the total number of Shares outstanding as reported in the Purchase Agreement minus
the 2,600,000 Shares surrendered by the Reporting Persons as part of the purchase price pursuant to the Purchase Agreement) and
(ii) certain of the 150,000,000 Shares issuable upon the conversion of certain Notes, as described above.

Percentage: Approximately 4.4%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 4.99%

Percentage: Approximately 4.99%

Percentage: Approximately 4.99%

Percentage: Approximately 4.99%

Percentage: Approximately 4.99%

Each Reporting Person, as a member of a “group”
with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be
deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims
beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(e)       As
of January 16, 2018, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.

Item 6 of the Schedule
13D is hereby amended to add the following:

On January 16, 2018,
the Reporting Persons and the Issuer entered into the Agreements defined and described in Item 4 above. A copy of each of the Agreements
are attached as exhibits to the Issuer’s Form 8-K filed with the SEC on January 16, 2018 and are incorporated herein by reference.

As previously disclosed
in the Schedule 13D, Starboard V&O Fund entered into a forward contract with Morgan Stanley as the counterparty providing for
the purchase of an aggregate of 500,000 Shares having an aggregate purchase price of $14,860,000 (the “Forward Contract”).
The Forward Contract has a final valuation date of April 26, 2019, however, Starboard V&O Fund has the ability to elect early
settlement after serving notice to Morgan Stanley of such intention at least two (2) scheduled trading days in advance of the desired
early final valuation date. The Forward Contract provides for physical settlement. Until the settlement date, the Forward Contract
does not give the Reporting Persons voting and dispositive control over the Shares to which such contract relates.

Item 7 of the Schedule 13D is hereby
amended to add the following exhibits:

SIGNATURES

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

Dated: January 17, 2018

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD

Starboard
Value and Opportunity S LLC

Starboard
Value and Opportunity C LP

STARBOARD
VALUE LP

(Through the Starboard Value LP Account)

_____________________

* Represents Shares underlying the Senior Secured Convertible
Notes