180 Degree Capital Amends comScore Stake Filing
Ticker: SCOR · Form: SC 13D/A · Filed: Apr 18, 2024 · CIK: 1158172
| Field | Detail |
|---|---|
| Company | Comscore, Inc. (SCOR) |
| Form Type | SC 13D/A |
| Filed Date | Apr 18, 2024 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.001, $13,744,190, $2,594,566, $752,365, $16.7900 |
| Sentiment | neutral |
Sentiment: neutral
Topics: amendment, schedule-13d, filing-update
Related Tickers: SCOR
TL;DR
180 Degree Capital updated its comScore filing, adding new group members.
AI Summary
On April 18, 2024, 180 Degree Capital Corp. filed an amendment (No. 13) to its Schedule 13D regarding its holdings in comScore, Inc. The filing indicates a change in the group members, with Kevin M. Rendino and Matthew F. McLaughlin now listed. The filing does not disclose specific dollar amounts or share counts in this amendment.
Why It Matters
This amendment signals potential shifts in the investment strategy or reporting of 180 Degree Capital Corp. concerning its comScore, Inc. holdings, which could influence market perception.
Risk Assessment
Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and uncertainty for the subject company.
Key Players & Entities
- 180 Degree Capital Corp. (company) — Filing entity
- comScore, Inc. (company) — Subject company
- Kevin M. Rendino (person) — Group member
- Matthew F. McLaughlin (person) — Group member
FAQ
What is the primary purpose of this SC 13D/A filing?
This filing is an amendment (Amendment No. 13) to a Schedule 13D, indicating changes in the information previously reported by 180 Degree Capital Corp. regarding its beneficial ownership of comScore, Inc. common stock.
Who are the new group members listed in this filing?
The new group members listed are Kevin M. Rendino and Matthew F. McLaughlin.
What is the Central Index Key (CIK) for comScore, Inc.?
The CIK for comScore, Inc. is 0001158172.
What is the business address of comScore, Inc.?
The business address of comScore, Inc. is 11950 Democracy Drive, Suite 600, Reston, VA 20190.
What is the filing date of this amendment?
The filing date of this amendment is April 18, 2024.
Filing Stats: 1,704 words · 7 min read · ~6 pages · Grade level 10.4 · Accepted 2024-04-18 09:00:38
Key Financial Figures
- $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
- $13,744,190 — managed by 180 Degree Capital (SMA) is $13,744,190, including brokerage commissions. The s
- $2,594,566 — beneficially owned by Mr. McLaughlin is $2,594,566, including brokerage commissions. The s
- $752,365 — owned by Mr. Rendino and his spouse is $752,365, including brokerage commissions. The s
- $16.7900 — se Reporting Person Common Stock 5,000 $16.7900 2202024 Kevin M. Rendino Common Stock
- $16.7300 — 4 Kevin M. Rendino Common Stock 50,000 $16.7300 372024 180 Degree Capital Corp. Common
- $16.2300 — gree Capital Corp. Common Stock 25,000 $16.2300 3112024 180 Degree Capital Corp. Commo
- $14.9400 — tthew F. McLaughlin Common Stock 1,417 $14.9400 432024 Kevin M. Rendino (d) The SMA i
Filing Documents
- scor-13daxapr172024nominat.htm (SC 13D/A) — 73KB
- scoraprilnominationwithdra.htm (EX-99.1) — 9KB
- 0000893739-24-000052.txt ( ) — 84KB
Identity and Background
Item 2. Identity and Background.
is hereby amended to add the following
Item 2 is hereby amended to add the following Effective April 17, 2024, 180 Degree Capital withdrew its nomination of Matthew F. McLaughlin as a nominee for election to the Board at the Annual Meeting. In connection therewith, Mr. McLaughlin ceased to be a member of this Section 13(d) group, ceased to be a party to the Group Agreement, as further described in Item 6 to Amendment No. 5 of the Schedule 13D, and ceased to be a Reporting Person immediately upon filing of this Amendment No. 13 to the Schedule 13D. The remaining Reporting Persons will continue filing on Schedule 13D with respect to their beneficial ownership of securities to the Issuer to the extent required by applicable law.
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 The aggregate purchase price of the 415,366 shares of Common Stock of the Issuer beneficially owned by 180 Degree Capital and a separately managed account managed by 180 Degree Capital (SMA) is $13,744,190, including brokerage commissions. The source of funds for acquiring the foregoing shares of Common Stock was working capital of 180 Degree Capital and working capital from the SMA. The aggregate purchase price of the 125,000 shares of Common Stock of the Issuer beneficially owned by Mr. McLaughlin is $2,594,566, including brokerage commissions. The source of funds for acquiring the foregoing shares of Common Stock was personal funds of this Reporting Person. The aggregate purchase price of the 27,542 shares of Common Stock of the Issuer beneficially and jointly owned by Mr. Rendino and his spouse is $752,365, 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 April 17, 2024, 180 Degree Capital withdrew its nomination of Mr. McLaughlin and its proposal to declassify the Board. In connection with such withdrawal, on April 18, 2024, 180 Degree Capital issued a press release (the Press Release) noting such withdrawal. The full text of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Interest in the Securities of the Issuer
Item 5. Interest in the Securities of the Issuer Items 5(a)-(d) are hereby amended and restated as follows (a)(b) See rows (11) and (13) of the cover pages of this Schedule 13D for the aggregate number of shares of Common Stock and percentage of outstanding shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported owned by each person herein is based upon a total of 4,755,153 shares of Common Stock outstanding based on the 20-for-1 reverse stock split effective on December 20, 2023 applied to the total shares outstanding as of March 6, 2024, as reported in the Issuer's Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024. Mr. Rendino, in his role as Chief Executive Officer and Portfolio Manager of 180 Degree Capital, and Daniel B. Wolfe, in his role as President and Portfolio Manager of 180 Degree Capital, share dispositive and voting power for shares of Common Stock owned by 180 Degree Capital and its SMA. Except for their individual pecuniary interests therein, Messrs. Rendino and Wolfe disclaim beneficial ownership of the shares of Common Stock of the Issuer owned by 180 Degree Capital and its SMA. (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 5,000 $16.7900 2202024 Kevin M. Rendino Common Stock 50,000 $16.7300 372024 180 Degree Capital Corp. Common Stock 25,000 $16.2300 3112024 180 Degree Capital Corp. Common Stock 25,000 $16.2300 3112024 Matthew F. McLaughlin Common Stock 1,417 $14.9400 432024 Kevin M. Rendino (d) The SMA is managed by 180 Degree Capital and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of 15,231 of the shares reported in Items 7-11 and 13 of page 2 of thi
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 April 18, 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 April 18, 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