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

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).

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

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

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

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

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

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

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

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

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

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.

(a)       This
statement is filed by:

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.

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.

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.

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.

Percentage: Approximately 5.5%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 7.2%

Percentage: Approximately 7.2%

Percentage: Approximately 7.2%

Percentage: Approximately 7.2%

Percentage: Approximately 7.2%

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.

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.

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

SCHEDULE A

Directors and Officers of Starboard
Value and Opportunity Master Fund Ltd

* 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.

SCHEDULE B

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)