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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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COMSCORE, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
20564W105 (CUSIP Number) |
Andrea Harris, GCC
WPP plc, Sea Containers, 18 Upper Ground
London, X0, SE1 9GL
44 20 7282 4600
WPP plc, Sea Containers, 18 Upper Ground
London, X0, SE1 9GL
44 20 7282 4600
Curt Myers, Esq.
Davis + Gilbert LLP, 1675 Broadway
New York, NY, 10019
(212) 468-4800
Davis + Gilbert LLP, 1675 Broadway
New York, NY, 10019
(212) 468-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
12/29/2025
(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.
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).
SCHEDULE 13D
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| CUSIP Number(s): | 20564W105 |
| 1 |
Name of reporting person
CAVENDISH SQUARE HOLDING B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
565,968.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 20564W105 |
| 1 |
Name of reporting person
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)
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| 6 | Citizenship or place of organization
JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
565,968.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
COMSCORE, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
Sea Containers, 18 Upper Ground, London,
UNITED KINGDOM
, SE1 9GL. | |
Item 1 Comment:
This Amendment No. 7 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 public limited company 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 | |
| (a) | This Schedule 13D is being filed by Cavendish and WPP plc, a public limited company 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." | |
| (b) | The address of the principal office of Cavendish is Laan op Zuid 167, 3072 DB Rotterdam, the Netherlands. The address of the principal office of WPP plc is Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL. | |
| (c) | The organizational structure of WPP plc and its subsidiaries (the "WPP Group") brings together media intelligence, data solutions, creative services, production capabilities, enterprise solutions and strategic counsel on a national, multinational and global scale. | |
| (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. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Amendment No. 7, Cavendish is deemed to beneficially own an aggregate of 565,968 shares of Common Stock (the "Shares"), representing approximately 3.8% of the Company's outstanding Common Stock, based upon disclosure in the Company's Annual Report on Form 10-K, filed on March 26, 2026, that there were 15,023,514 shares of Common Stock outstanding on March 16, 2026. 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. | |
| (e) | The Reporting Persons ceased to be beneficial owners of more than five percent of the Company's outstanding Common Stock on December 29, 2025, solely as a result of an increase in the aggregate amount of shares of Common Stock outstanding on that date. | |
| SIGNATURE | |
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.
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