180 Degree Capital Files 7th Amendment on Comscore Stake

TL;DR

**180 Degree Capital is still a major player in Comscore, expect continued activist pressure.**

AI Summary

180 Degree Capital Corp. (180 Degree Capital) filed an Amendment No. 7 to its Schedule 13D on January 25, 2024, indicating its continued significant ownership in Comscore, Inc. (Comscore). This filing, authorized by Daniel B. Wolfe, updates previous disclosures regarding their stake in Comscore's Common Stock, par value $0.001 per share. This matters to investors because 180 Degree Capital is an activist investor, and their ongoing involvement suggests continued pressure for changes or strategic direction at Comscore, which could impact the stock's performance.

Why It Matters

This filing signals that 180 Degree Capital, an activist investor, remains a significant shareholder in Comscore, potentially influencing future corporate decisions and strategic direction.

Risk Assessment

Risk Level: medium — Activist investor involvement can lead to volatility and uncertainty, as their demands may or may not align with broader shareholder interests or company stability.

Analyst Insight

Investors should monitor future filings from 180 Degree Capital Corp. and Comscore, Inc. for any indications of strategic changes, board appointments, or other activist-driven initiatives, as these could significantly impact Comscore's valuation.

Key Numbers

• 7 — Amendment Number (This is the seventh amendment to the Schedule 13D, indicating ongoing updates to 180 Degree Capital's position or intentions regarding Comscore.)
• 20564W204 — CUSIP Number (Unique identifier for Comscore, Inc.'s Common Stock, confirming the specific security being reported.)

Key Players & Entities

• 180 Degree Capital Corp. (company) — the filing entity and activist investor
• Comscore, Inc. (company) — the subject company in which 180 Degree Capital holds a stake
• Daniel B. Wolfe (person) — person authorized to receive notices for 180 Degree Capital Corp.
• $0.001 (dollar_amount) — par value per share of Comscore's Common Stock
• January 25, 2024 (date) — date of event requiring the filing of this statement

Forward-Looking Statements

• 180 Degree Capital Corp. will continue to actively engage with Comscore's management or board. (180 Degree Capital Corp.) — high confidence, target: Q2 2024
• Comscore's stock price may experience volatility due to ongoing activist investor involvement. (Comscore, Inc.) — medium confidence, target: Q3 2024

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
• $12,501,940 — ficially owned by 180 Degree Capital is $12,501,940, including brokerage commissions. The s
• $2,188,816 — beneficially owned by Mr. McLaughlin is $2,188,816, including brokerage commissions. The s
• $627,635 — owned by Mr. Rendino and his spouse is $627,635, including brokerage commissions. The s
• $13.3966 — hase Reporting Person Common Stock 952 $13.3966 1252023 180 Degree Capital Corp. Commo
• $14.1748 — egree Capital Corp. Common Stock 4,999 $14.1748 12182023 180 Degree Capital Corp. Comm
• $13.5334 — egree Capital Corp. Common Stock 2,613 $13.5334 12212023 Kevin M. Rendino Common Stock
• $18.2202 — 23 Kevin M. Rendino Common Stock 4,170 $18.2202 1222024 Kevin M. Rendino Item 6. Cont

Filing Documents

• scor-13daxjanuarynominatio.htm (SC 13D/A) — 84KB
• a20240129-mclaughlinnomina.htm (EX-99.1) — 20KB
• scor-indemnificationagreem.htm (EX-99.2) — 16KB
• scor-poamclaughlinxfinal.htm (EX-99.3) — 8KB
• 0000893739-24-000008.txt ( ) — 130KB

Source and Amount of Funds or Other Consideration

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

is hereby amended and restated as follows

Item 3 is hereby amended and restated as follows (1) The aggregate purchase price of the 340,366 shares of Common Stock of the Issuer beneficially owned by 180 Degree Capital is $12,501,940, including brokerage commissions. The source of funds for acquiring the foregoing shares of Common Stock was working capital from each of 180 Degree Capital and a separate account which is managed by 180 Degree Capital. (2) The aggregate purchase price of the 100,000 shares of Common Stock of the Issuer beneficially owned by Mr. McLaughlin is $2,188,816, including brokerage commissions. The source of funds for acquiring the foregoing shares of Common Stock was personal funds of this Reporting Person. (3) The aggregate purchase price of the 20,000 shares of Common Stock of the Issuer beneficially and jointly owned by Mr. Rendino and his spouse is $627,635, including brokerage commissions. The source of funds for acquiring the foregoing shares of Common Stock was personal funds of this Reporting Person.

Purpose of the Transaction

Item 4. Purpose of the Transaction.

is hereby amended to add the following

Item 4 is hereby amended to add the following On January 25, 2024, 180 Degree Capital delivered a formal letter to the Issuer notifying the Issuer of (i) its intent to present a proposal requesting that the Issuer's Board of Directors (the "Board") take all necessary steps to declassify its Board so that directors are elected on an annual basis starting at the Issuer's 2025 annual meeting of stockholders, and (ii) its nomination of Matthew F. McLaughlin (the "Nominee") for election to the Board at the Issuer's fiscal year 2024 annual meeting of stockholders (the "Annual Meeting"), whose background and qualifications are set forth below. Effective January 25, 2024, the 180 Degree Capital withdrew the Proposal previously submitted pursuant to Rule 14a-8. Also on January 29, 2024, 180 Degree Capital issued a press release (the "Press Release"), which announced that 180 Degree Capital had nominated the Nominee for election to the Board at the Annual Meeting. Furthermore, 180 Degree Capital reiterated the need for a new member on the Board to bring a fresh perspective. The full text of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 180 Degree Capital's nominee is Matthew F. McLaughlin, age 54, is a retired advertising technology executive and Naval officer. Most recently, Mr. McLaughlin served as Chief Operating Officer of DoubleVerify Holdings, Inc. (NYSE DV) ("DoubleVerify"), a software platform for digital media measurement and analytics, from 2011 to March 2022. As COO of DoubleVerify, Mr. McLaughlin directed its Product, Engineering and Sales Operations activity, including managing over half the company's employees. During his tenure, DoubleVerify grew revenue at more than a 35% CAGR with a terminal gross profit above 30% and valuation growth of 30,000% from 2012 to 2021. Mr. McLaughlin was deeply involved in both the private equity sale in 2017 and the multi-billion dollar initial public offering in 2021. Mr. M

Interest in the Securities of the Issuer

Item 5. Interest in the Securities of the Issuer

(c) is hereby amended and restated as follows

Item 5(c) is hereby amended and restated as follows (c) The following shares of Common Stock of the Issuer were acquired in open market purchases within 60 days of the filing date of this Schedule 13D Class of Security Shares Purchased Price Per Share Date of Purchase Reporting Person Common Stock 952 $13.3966 1252023 180 Degree Capital Corp. Common Stock 4,999 $14.1748 12182023 180 Degree Capital Corp. Common Stock 2,613 $13.5334 12212023 Kevin M. Rendino Common Stock 4,170 $18.2202 1222024 Kevin M. Rendino

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

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

is hereby amended to add the following

Item 6 is hereby amended to add the following On January 25, 2024, 180 Degree Capital entered into a letter agreement (the "Indemnification Agreement") with Mr. McLaughlin, pursuant to which 180 Degree Capital has agreed to indemnify Mr. McLaughlin against certain claims arising from the solicitation of proxies from the Issuer's stockholders in connection with the Annual Meeting and any related transactions. A form of the Indemnification Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Mr. McLaughlin has granted Daniel B. Wolfe a power of attorney (the "Power of Attorney") to execute certain SEC filings and other documents in connection with the solicitation. A form of Power of Attorney is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

is hereby amended to add the following exhibits

Item 7 is hereby amended to add the following exhibits Exhibit 99.1 – Press Release, dated January 2 9 , 2024. Exhibit 99.2 – Indemnification Agreement, dated January 25, 2024. Exhibit 99.3 – Power of Attorney, dated January 25, 2024. SIGNATURE After reasonable inquiry and to the best of each signatories knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated January 29, 2024 180 DEGREE CAPITAL CORP. By s Daniel B. Wolfe Name Daniel B. Wolfe Title President MATTHEW F. MCLAUGHLIN By s Matthew F. McLaughlin Name Matthew F. McLaughlin KEVIN M. RENDINO By s Kevin M. Rendino Name Kevin M. Rendino

View Full Filing

View this SC 13D/A filing on SEC EDGAR