Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
COMSCORE, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
20564W105
(CUSIP Number)
WPP plc
27 Farm Street
London, United Kingdom W1J 5RJ
Telephone: +44(0) 20 7408 2204
Attention: Andrea Harris, Esq.
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Curt Myers, Esq.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4800
March 23, 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 §§ 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.
| * | 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 the 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).
Page 1 of 9
| CUSIP No. 20564W105 |
| 1 |
NAMES OF REPORTING PERSONS
CAVENDISH SQUARE HOLDING B.V. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC (SEE ITEM 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 (SEE ITEMS 2 AND 5) | ||||
| 8 | SHARED VOTING POWER
11,319,363 (SEE ITEMS 2 AND 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (SEE ITEMS 2 AND 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
11,319,363 (SEE ITEMS 2 AND 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,319,363 (SEE ITEMS 2 AND 5) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7% (SEE ITEMS 2 AND 5) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
Page 2 of 9
| CUSIP No. 20564W105 |
| 1 |
NAMES OF REPORTING PERSONS
WPP plc | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
JERSEY | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 (SEE ITEMS 2 AND 5) | ||||
| 8 | SHARED VOTING POWER
11,319,363 (SEE ITEMS 2 AND 5) |
|||||
| 9 | SOLE DISPOSITIVE POWER
0 (SEE ITEMS 2 AND 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
11,319,363 (SEE ITEMS 2 AND 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,319,363 (SEE ITEMS 2 AND 5) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7% (SEE ITEMS 2 AND 5) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
Page 3 of 9
This Amendment No. 6 relates to the Schedule 13D filed by Cavendish Square Holding B.V., a private limited liability company incorporated under the laws of the Netherlands (“Cavendish”), and WPP plc, a corporation formed under the laws of Jersey, with the Securities and Exchange Commission on April 7, 2015, as amended (the “Schedule 13D”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of comScore, Inc., a Delaware corporation (the “Company”). Unless set forth below, all Items are unchanged from the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby deleted in its entirety and replaced with the following:
| (a)-(c) | This Schedule 13D is being filed by Cavendish and WPP plc, a corporation formed under the laws of Jersey. WPP plc indirectly holds 100% of the outstanding stock of Cavendish through a series of intervening holding companies. Cavendish and WPP plc are sometimes referred to herein collectively as the “Reporting Persons” and individually as a “Reporting Person.” |
WPP plc and its subsidiaries (the “WPP Group”) comprise one of the largest communications services businesses in the world. The WPP Group provides communications services on a national, multinational and global basis. It operates from over 3,000 offices in 112 countries including associates. The WPP Group organizes its businesses in the following areas: Advertising and Media Investment Management; Data Investment Management; Public Relations and Public Affairs; and Brand Consulting, Health & Wellness and Specialist Communications (including direct, digital & interactive).
The address of the principal office of Cavendish is Laan op Zuid 167, 3072 DB Rotterdam, Netherlands. The address of the principal office of WPP plc is 27 Farm Street, London, United Kingdom W1J 5RJ.
| (d) | During the past five years, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | During the past five years, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of their respective executive officers or directors, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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) | The name, citizenship, business address, principal business occupation or employment of the directors and executive officers of each of the Reporting Persons are set forth on Annex A hereto. |
Page 4 of 9
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
“Between September 7, 2016, and September 9, 2016, Cavendish acquired an aggregate of 144,668 additional shares of the Common Stock in open market transactions effected through a broker-dealer (the “Additional Shares”). The consideration used by Cavendish to acquire the Additional Shares was Cavendish’s working capital.”
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
Cavendish acquired the Additional Shares described in Item 3 above for investment purposes.
Item 5. Interest in Securities of the Issuer.
| (a) | As of February 15, 2018, Cavendish is deemed to beneficially own an aggregate of 11,319,363 shares of Common Stock (the “Shares”), representing approximately 20.7% of the Company’s outstanding Common Stock, based upon disclosure in the Company’s Annual Report on Form 10-K, filed on March 23, 2018, that there were 54,689,047 shares of Common Stock outstanding on February 15, 2018. WPP plc indirectly owns 100% of Cavendish and therefore may be deemed to have beneficial ownership of the Shares. Cavendish disclaims beneficial ownership of the Shares. |
| (b) | Each of Cavendish and WPP plc may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of the Shares. |
Item 7. Material to be Filed as Exhibits
| 1 | Joint Filing Agreement between the Reporting Persons, dated as of April 6, 2018. |
Page 5 of 9
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 6, 2018
| CAVENDISH SQUARE HOLDING B.V. | ||
| By: | /s/ A. van Heulen-Mulder | |
| Name: A. van Heulen-Mulder | ||
| Title: Managing Director | ||
| WPP PLC | ||
| By: | /s/ Paul Richardson | |
| Name: Paul Richardson | ||
| Title: Global Finance Director | ||
Page 6 of 9
Annex A
Directors and Executive Officers of the Reporting Persons
The name, citizenship, position, principal occupation or employment and business address of the directors and executive officers of each of the Reporting Persons are set forth below.
| 1. | CAVENDISH SQUARE HOLDING B.V. |
| Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
| Willem Pieter Roobol Netherlands |
Managing Director | Country Finance Director | Laan op Zuid 167, 3072 DB Rotterdam, Netherlands | |||
| Astrid van Heulen-Mulder Netherlands |
Managing Director | Managing Director | Laan op Zuid 167, 3072 DB Rotterdam, Netherlands | |||
| Marcel van der Avort Netherlands |
Managing Director | Director (CFO) | Laan op Zuid 167, 3072 DB Rotterdam, Netherlands | |||
| 2. | WPP |
| Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
| Roberto Quarta United States and Italy |
Director and Chairman | Chairman | 27 Farm Street, London W1J 5RJ, United Kingdom | |||
| Sir Martin Sorrell United Kingdom |
Group Chief Executive and Director | Group Chief Executive | 27 Farm Street, London W1J 5RJ, United Kingdom | |||
| Paul W.G. Richardson United Kingdom and United States |
Group Finance Director and Director | Group Finance Director | 27 Farm Street, London W1J 5RJ, United Kingdom | |||
| Jacques Aigrain France and Switzerland |
Non-Executive Director | Partner (Warburg Pincus LLP), Non-Executive Director (London Stock Exchange Group plc), Supervisory Board Member (Lyondell Basell NV, Deutsche Lufthansa AG, Swiss International Airlines AG) | Almack House, 28 King Street, St. James’s, SW1Y 6QW, London, United Kingdom | |||
Page 7 of 9
| Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
| Charlene Begley United States |
Non-Executive Director | Non-Executive Director (Audit Committee of NASDAQ OMX, Audit and Nominating Committees of Redhat, Inc.) | 3135 Easton Turnpike, Fairfield, Connecticut 06828, United States | |||
| Tarek Farahat Egypt and Brazil |
Non-Executive Director | Global President for Marketing and Innovation, JBS S.A. | 27 Farm Street, London W1J 5RJ, United Kingdom | |||
| Sir John Hood New Zealand |
Non-Executive Director | Chair of the Rhodes Trust | 27 Farm Street, London W1J 5RJ, United Kingdom | |||
| Ruigang Li People’s Republic of China |
Non-Executive Director | Founding Chairman (CMC Capital Partners (CMC) and CMC Holdings), Chairman (Shanghai Media Group (SMG)) | Unit 3607B-08, The Centre, 989 Changle Road, Xinhui District, Shanghai, 200031, China | |||
| Daniela Riccardi Italy |
Non-Executive Director | CEO (Baccarat Company), Director (Kering SA) | 11 place des Etats-Unis - 75116 Paris, France | |||
| Nicole Seligman United States |
Non-Executive Director | President (Sony Entertainment, Inc. and Sony Corporation of America) | 27 F arm Street, London W1J 5RJ, United Kingdom | |||
| Hugo Shong United States |
Non-Executive Director | Executive Vice president (International Data Group (IDG)) and President (IDG Asia/China), Director (China Jiuhao Health Industry Corp., Mei Ah Entertainment Group Ltd.) | One Exeter Plaza, 15th Floor, Boston, Massachusetts 02116, United States | |||
Page 8 of 9
| Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
| Timothy Shriver United States |
Non-Executive Director | Chairman (Special Olympics), Chair (Collaborative for Academic, Social and Emotional Learning (CASEL)) | 27 Farm Street, London W1J 5RJ, United Kingdom | |||
| Sally Susman United States |
Non-Executive Director | Executive vice president, Corporate Affairs (Pfizer Inc.) | 235 East 42nd Street, New York, NY 10017, United States | |||
| Solomon Trujillo United States |
Non-Executive Director | Director (Western Union Company, ProAmerica) and Chairman (Soufun Holdings) | 27 Farm Street, London W1J 5RJ, United Kingdom | |||
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