Edgar Filing: COMSCORE, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ACCEL VII LP

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)

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS, 428 UNIVERSITY AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2007

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽⁹⁾

07/02/2007

668,693

⁽⁹⁾

Common Stock

777,549

$ 0

Series B Preferred Stock

⁽⁹⁾

07/02/2007

72,779

⁽⁹⁾

Common Stock

144,378

$ 0

Series C Preferred Stock

⁽⁹⁾

07/02/2007

384,982

⁽⁹⁾

Common Stock

582,400

$ 0

Series D Preferred Stock

⁽⁹⁾

07/02/2007

809,207

⁽⁹⁾

Common Stock

909,953

$ 0

Series E Preferred Stock

⁽⁹⁾

07/02/2007

1,883,002

⁽⁹⁾

Common Stock

1,883,002

$ 0

Series A Preferred Stock

⁽⁹⁾

07/02/2007

167,174

⁽⁹⁾

Common Stock

194,387

$ 0

I ⁽⁷⁾

Held by Accel Internet Fund III L.P.

Series B Preferred Stock

⁽⁹⁾

07/02/2007

18,196

⁽⁹⁾

Common Stock

36,095

$ 0

I ⁽⁷⁾

Held by Accel Internet Fund III L.P.

Series C Preferred Stock

⁽⁹⁾

07/02/2007

96,246

⁽⁹⁾

Common Stock

145,600

$ 0

I ⁽⁷⁾

Held by Accel Internet Fund III L.P.

Series D Preferred Stock

⁽⁹⁾

07/02/2007

202,302

⁽⁹⁾

Common Stock

227,488

$ 0

I ⁽⁷⁾

Held by Accel Internet Fund III L.P.

Series E Preferred Stock

⁽⁹⁾

07/02/2007

470,751

⁽⁹⁾

Common Stock

470,751

$ 0

I ⁽⁷⁾

Held by Accel Internet Fund III L.P.

Series A Preferred Stock

⁽⁹⁾

07/02/2007

82,669

⁽⁹⁾

Common Stock

96,125

$ 0

I ⁽⁸⁾

Held by Accel Investors '99 L.P.

Series B Preferred Stock

⁽⁹⁾

07/02/2007

8,998

⁽⁹⁾

Common Stock

17,848

$ 0

I ⁽⁸⁾

Held by Accel Investors '99 L.P.

Series C Preferred Stock

⁽⁹⁾

07/02/2007

47,594

⁽⁹⁾

Common Stock

72,000

$ 0

I ⁽⁸⁾

Held by Accel Investors '99 L.P.

Series D Preferred Stock

⁽⁹⁾

07/02/2007

100,040

⁽⁹⁾

Common Stock

112,494

$ 0

I ⁽⁸⁾

Held by Accel Investors '99 L.P.

Series E Preferred Stock

⁽⁹⁾

07/02/2007

232,789

⁽⁹⁾

Common Stock

232,789

$ 0

I ⁽⁸⁾

Held by Accel Investors '99 L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ACCEL VII LP C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
ACCEL VII ASSOCIATES LLC C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
ACCEL INTERNET FUND III LP C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
ACCEL INTERNET FUND III ASSOCIATES LLC C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
ACCEL INVESTORS 99 LP C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
PATTERSON ARTHUR C C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA 94301		X
BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
SWARTZ JAMES R C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
WAGNER J PETER C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X
GOUW RANZETTA THERESIA C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301		X

Signatures

Tracy L. Sedlock, as Attorney in Fact for the Reporting Persons		07/02/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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

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