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

Comscore Inc. (NASDAQ:SCOR): Jeffrey Smith’s Starboard Value LP filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
STARBOARD VALUE 4,105,457 4,105,457 4,105,457 4,105,457 7.2%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 3,143,406 3,143,406 4,105,457 3,143,406 5.5%
STARBOARD VALUE AND OPPORTUNITY S 355,816 355,816 4,105,457 355,816 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 198,863 198,863 198,863 Less than 1%
STARBOARD VALUE R 198,863 198,863 198,863 Less than 1%
STARBOARD VALUE R GP 198,863 198,863 198,863 Less than 1%
STARBOARD VALUE GP 4,105,457 4,105,457 4,105,457 7.2%
STARBOARD PRINCIPAL CO 4,105,457 4,105,457 4,105,457 7.2%
STARBOARD PRINCIPAL CO GP 4,105,457 4,105,457 4,105,457 7.2%
JEFFREY C. SMITH 4,105,457 7.2%
MARK R. MITCHELL 4,105,457 7.2%
PETER A. FELD 4,105,457 7.2%

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Page 1 of 25 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )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)

October 25, 2017

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

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 (“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).

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Page 2 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,105,457
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,105,457
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,457*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
PN

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

2

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Page 3 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,143,406
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,143,406
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,143,406*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
CO

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

3

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Page 4 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY S LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 355,816
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
355,816
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,816
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
4

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Page 5 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY C LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 198,863
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
198,863
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,863
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
5

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Page 6 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE R LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 198,863
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
198,863
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,863
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
6

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Page 7 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE R GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 198,863
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
198,863
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,863
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
7

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Page 8 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,105,457
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,105,457
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,457*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
OO

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

8

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Page 9 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,105,457
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,105,457
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,457*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
PN

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

9

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Page 10 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,105,457
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,105,457
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,457*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
OO

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

10

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Page 11 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
JEFFREY C. SMITH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,105,457
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
4,105,457
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,457*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
IN

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

11

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Page 12 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
MARK R. MITCHELL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,105,457
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
4,105,457
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,457*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
IN

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

12

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Page 13 of 25 – SEC Filing

1 NAME OF REPORTING PERSON
PETER A. FELD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,105,457
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
4,105,457
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,105,457*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
IN

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

13

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Page 14 of 25 – SEC Filing

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates
to the common stock, par value $0.001 per share (the “Shares”), of comScore, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 11950 Democracy Drive, Suite 600, Reston, Virginia 20190.

Item 2. Identity and Background.

(a)       This
statement is filed by:

(i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard
V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S
LLC”), with respect to the Shares directly and beneficially owned by it;
(iii) Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”),
with respect to the Shares directly and beneficially owned by it;
(iv) Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v) Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R
LP;
(vi) Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O
Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard
S LLC;
(vii) Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard
Value LP;
(viii) Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(ix) Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal
Co;
(x) Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee
of Starboard Value GP and the Management Committee of Principal GP;
(xi) Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee
of Starboard Value GP and the Management Committee of Principal GP; and
(xii) Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee
of Starboard Value GP and the Management Committee of Principal GP.
14

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Page 15 of 25 – SEC Filing

Each of the
foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP,
Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand
Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business
addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The
principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been
formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies
in order to enhance shareholder value.  Starboard S LLC and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory
and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of
investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The
principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member
of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP.  Messrs. Smith, Mitchell and
Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management
Committee of Principal GP.

(d)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

(f)       Messrs.
Smith, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set
forth therein.

15

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Page 16 of 25 – SEC Filing

Item 3. Source and Amount of Funds or Other Consideration.

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 B, which is incorporated by reference herein. The
aggregate purchase price of the 2,643,406 Shares beneficially owned by Starboard V&O Fund is approximately $71,493,457, 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 355,816 Shares beneficially owned by Starboard S LLC is approximately $9,966,570, excluding brokerage commissions.
The aggregate purchase price of the 198,863 Shares beneficially owned by Starboard C LP is approximately $5,570,883, excluding
brokerage commissions. The aggregate purchase price of the 407,372 Shares held in the Starboard Value LP Account is approximately
$10,847,100, excluding brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.

As more fully described
in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on October 4, 2017, Starboard Value LP and certain
of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer (the “Agreement”)
on September 28, 2017, pursuant to which, among other things, the Issuer appointed Wesley Nichols, Paul Reilly and Bryan Wiener
to the Board and agreed to appoint an additional independent director recommended by Starboard. On October 16, 2017, Michelle McKenna-Doyle
was appointed to the Board as the additional independent appointee. Pursuant to the terms of the Agreement, Starboard agreed, among
other things, to certain voting commitments with respect to the Issuer’s next annual meeting of stockholders (“Next
Annual Meeting”) and also agreed to certain customary standstill provisions until the earlier of (i) 30 business days prior
to the deadline for the submission of stockholder nominations for the Issuer’s 2019 annual meeting of stockholders or (ii)
90 days prior to the first anniversary of the Next Annual Meeting. The foregoing summary of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit
10.1 hereto and is incorporated herein by reference.

No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, continuing to engage in communications with management and the Board, engaging in discussions with stockholders of
the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations
or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning
changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations
or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or
operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any
hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their
intention with respect to any and all matters referred to in Item 4.

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Page 17 of 25 – SEC Filing

Item 5. Interest in Securities of the Issuer.

The aggregate percentage
of Shares reported owned by each person named herein is based upon 57,276,776 Shares outstanding, as of March 14, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 14, 2017.

A. Starboard V&O Fund
(a) As of the close of business on November 6, 2017, Starboard V&O Fund beneficially owned 3,143,406
Shares, including 500,000 Shares underlying certain forward purchase contracts.

Percentage: Approximately 5.5%

(b) 1. Sole power to vote or direct vote: 3,143,406
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,143,406
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth
in Schedule B and are incorporated herein by reference.
B. Starboard S LLC
(a) As of the close of business on November 6, 2017, Starboard S LLC beneficially owned 355,816 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 355,816
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 355,816
4. Shared power to dispose or direct the disposition: 0
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Page 18 of 25 – SEC Filing

(c) The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
C. Starboard C LP
(a) As of the close of business on November 6, 2017, Starboard C LP beneficially owned 198,863 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 198,863
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 198,863
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
D. Starboard R LP
(a) Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of
the 198,863 shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 198,863
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 198,863
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
E. Starboard R GP
(a) Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of
the 198,863 shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 198,863
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 198,863
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
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Page 19 of 25 – SEC Filing

F. Starboard Value LP
(a) As of the close of business on November 6, 2017, 407,372 Shares were held in the Starboard Value
LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,143,406 Shares owned by Starboard V&O
Fund, (ii) 355,816 Shares owned by Starboard S LLC, (iii) 198,863 Shares owned by Starboard C LP, and (iv) 407,372 Shares held
in the Starboard Value LP Account.

Percentage: Approximately 7.2%

(b) 1. Sole power to vote or direct vote: 4,105,457
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,105,457
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and
on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
G. Starboard Value GP
(a) Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial
owner of the (i) 3,143,406 Shares owned by Starboard V&O Fund, (ii) 355,816 Shares owned by Starboard S LLC, (iii) 198,863
Shares owned by Starboard C LP, and (iv) 407,372 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.2%

(b) 1. Sole power to vote or direct vote: 4,105,457
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,105,457
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H. Principal Co
(a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
3,143,406 Shares owned by Starboard V&O Fund, (ii) 355,816 Shares owned by Starboard S LLC, (iii) 198,863 Shares owned by Starboard
C LP, and (iv) 407,372 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.2%

(b) 1. Sole power to vote or direct vote: 4,105,457
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,105,457
4. Shared power to dispose or direct the disposition: 0
(c) Principal Co has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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Page 20 of 25 – SEC Filing

I. Principal GP
(a) Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the
(i) 3,143,406 Shares owned by Starboard V&O Fund, (ii) 355,816 Shares owned by Starboard S LLC, (iii) 198,863 Shares owned
by Starboard C LP, and (iv) 407,372 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.2%

(b) 1. Sole power to vote or direct vote: 4,105,457
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,105,457
4. Shared power to dispose or direct the disposition: 0
(c) Principal GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J. Messrs. Smith, Mitchell and Feld
(a) Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of
the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner
of the (i) 3,143,406 Shares owned by Starboard V&O Fund, (ii) 355,816 Shares owned by Starboard S LLC, (iii) 198,863 Shares
owned by Starboard C LP, and (iv) 407,372 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.2%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,105,457
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,105,457
(c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during
the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP
and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by
reference.

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.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
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Page 21 of 25 – SEC Filing

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On September 28, 2017,
Starboard and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Starboard V&O
Fund entered into a forward contract with Morgan Stanley as the counterparty on the date referenced in Schedule B 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.

On November 6, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law.  The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.
99.1 Agreement by and among comScore, Inc. and Starboard Value LP, Starboard Value and Opportunity Master
Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R
GP LLC, Starboard Value GP LLC, Starboard Principal Co LP, and Starboard Principal Co GP LLC, dated September 28, 2017.
99.2 Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard
Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value
LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell and Peter
A. Feld, dated November 6, 2017.
99.3 Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15,
2011.
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Page 22 of 25 – SEC Filing

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: November 6, 2017

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

Starboard Value and Opportunity
S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity
C LP

By: Starboard Value R LP,

its general partner

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC

Starboard Value R GP LLC

By:

/s/ Jeffrey C. Smith

Name: Jeffrey C. Smith
Title: Authorized Signatory

/s/ Jeffrey
C. Smith

Jeffrey C. Smith
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld
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Page 23 of 25 – SEC Filing

SCHEDULE A

Directors and Officers of Starboard
Value and Opportunity Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship

Patrick Agemian

Director

Director of Global Funds Management, Ltd.

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

Canada

Mark R. Mitchell

Director*

Don Seymour

Director

Managing Director of dms Governance

dms Governance

dms House, 20 Genesis Close

P.O. Box 31910

Grand Cayman

Cayman Islands, KY1-1208

Cayman Islands

* Mr. Mitchell is a
Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth
therein.

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Page 24 of 25 – SEC Filing

SCHEDULE B

Transactions in the Shares During
the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD

  

Purchase of Common Stock 42,507 28.1304 10/25/2017
Purchase of Common Stock 42,507 28.1304 10/25/2017
Purchase of Common Stock 20,708 28.1709 10/25/2017
Purchase of Common Stock 20,707 28.1709 10/25/2017
Purchase of Common Stock 111,374 28.4047 10/25/2017
Purchase of Common Stock 111,373 28.4047 10/25/2017
Purchase of Common Stock 1,114 29.0017 10/26/2017
Purchase of Common Stock 1,115 29.0017 10/26/2017
Purchase of Common Stock 15,060 29.0921 10/26/2017
Purchase of Common Stock 15,060 29.0921 10/26/2017
Purchase of Common Stock 75 29.1500 10/26/2017
Purchase of Common Stock 75 29.1500 10/26/2017
Purchase of Common Stock 130,758 29.4478 10/26/2017
Purchase of Common Stock 130,759 29.4478 10/26/2017
Purchase of Forward Contract 500,000 29.7200 10/26/2017
Sale of Common Stock (500,000) 29.7200 10/26/2017
Purchase of Common Stock 9,413 29.6200 10/27/2017
Purchase of Common Stock 9,412 29.6200 10/27/2017
Purchase of Common Stock 8,351 29.8977 10/30/2017
Purchase of Common Stock 8,351 29.8977 10/30/2017
Purchase of Common Stock 7,530 29.9900 10/30/2017
Purchase of Common Stock 7,530 29.9900 10/30/2017
Purchase of Common Stock 9,413 29.9000 10/31/2017
Purchase of Common Stock 9,412 29.9000 10/31/2017
Purchase of Common Stock 22,524 29.6467 11/01/2017
Purchase of Common Stock 22,524 29.6467 11/01/2017
Purchase of Common Stock 58,212 29.6866 11/03/2017
Purchase of Common Stock 58,212 29.6866 11/03/2017
Purchase of Common Stock 4,878 29.7645 11/06/2017
Purchase of Common Stock 4,877 29.7645 11/06/2017
Purchase of Common Stock 11,619 29.7460 11/06/2017
Purchase of Common Stock 11,619 29.7460 11/06/2017

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Starboard
Value and Opportunity S LLC

 

Purchase of Common Stock 10,048 28.1304 10/25/2017
Purchase of Common Stock 4,895 28.1709 10/25/2017
Purchase of Common Stock 26,327 28.4047 10/25/2017
Purchase of Common Stock 263 29.0017 10/26/2017
Purchase of Common Stock 3,560 29.0921 10/26/2017
Purchase of Common Stock 18 29.1500 10/26/2017
Purchase of Common Stock 30,910 29.4478 10/26/2017
Purchase of Common Stock 2,225 29.6200 10/27/2017
Purchase of Common Stock 1,974 29.8977 10/30/2017
Purchase of Common Stock 1,780 29.9900 10/30/2017
Purchase of Common Stock 2,225 29.9000 10/31/2017
Purchase of Common Stock 5,232 29.6467 11/01/2017
Purchase of Common Stock 13,523 29.6866 11/03/2017
Purchase of Common Stock 1,133 29.7645 11/06/2017
Purchase of Common Stock 2,699 29.7460 11/06/2017

 

 

Starboard
Value and Opportunity C LP

  

Purchase of Common Stock 5,645 28.1304 10/25/2017
Purchase of Common Stock 2,750 28.1709 10/25/2017
Purchase of Common Stock 14,791 28.4047 10/25/2017
Purchase of Common Stock 148 29.0017 10/26/2017
Purchase of Common Stock 2,000 29.0921 10/26/2017
Purchase of Common Stock 10 29.1500 10/26/2017
Purchase of Common Stock 17,365 29.4478 10/26/2017
Purchase of Common Stock 1,250 29.6200 10/27/2017
Purchase of Common Stock 1,109 29.8977 10/30/2017
Purchase of Common Stock 1,000 29.9900 10/30/2017
Purchase of Common Stock 1,250 29.9000 10/31/2017
Purchase of Common Stock 2,947 29.6467 11/01/2017
Purchase of Common Stock 7,617 29.6866 11/03/2017
Purchase of Common Stock 638 29.7645 11/06/2017
Purchase of Common Stock 1,520 29.7460 11/06/2017

  

STARBOARD
VALUE LP

(Through the Starboard Value LP Account)

   

Purchase of Common Stock 12,193 28.1304 10/25/2017
Purchase of Common Stock 5,940 28.1709 10/25/2017
Purchase of Common Stock 31,948 28.4047 10/25/2017
Purchase of Common Stock 320 29.0017 10/26/2017
Purchase of Common Stock 4,320 29.0921 10/26/2017
Purchase of Common Stock 22 29.1500 10/26/2017
Purchase of Common Stock 37,508 29.4478 10/26/2017
Purchase of Common Stock 2,700 29.6200 10/27/2017
Purchase of Common Stock 2,395 29.8977 10/30/2017
Purchase of Common Stock 2,160 29.9900 10/30/2017
Purchase of Common Stock 2,700 29.9000 10/31/2017
Purchase of Common Stock 6,916 29.6467 11/01/2017
Purchase of Common Stock 17,875 29.6866 11/03/2017
Purchase of Common Stock 1,498 29.7645 11/06/2017
Purchase of Common Stock 3,568 29.7460 11/06/2017

 

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