Pine Investor (Cerberus) Amends comScore Stake

TL;DR

Cerberus affiliate Pine Investor updated its 13D filing for comScore, Inc. on 7/26.

AI Summary

Pine Investor, LLC, an affiliate of Cerberus Capital Management, L.P., has filed an amendment (Amendment No. 3) to its Schedule 13D regarding comScore, Inc. The filing, dated July 26, 2024, indicates a change in beneficial ownership. Pine Investor, LLC is based in New York, NY, and comScore, Inc. is headquartered in Reston, VA.

Why It Matters

This filing signals a potential shift in control or strategy for comScore, Inc. as a significant investor updates its holdings.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or strategic shifts, which may impact stock price and company direction.

Key Numbers

• 20240726 — Filing Date (Date of Amendment No. 3)

Key Players & Entities

• Pine Investor, LLC (company) — Filing entity
• Cerberus Capital Management, L.P. (company) — Affiliated entity
• comScore, Inc. (company) — Subject company
• Robert G. Minion, Esq. (person) — Legal counsel
• Andrew Kandel (person) — Chief Compliance Officer

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $10.9 million — ccrued dividends totaling approximately $10.9 million to Pine on its existing Series B Prefer
• $100 million — Stockholders Agreement, if an aggregate $100 million of Special Dividends and Annual Dividen
• $100.0 million — ockholders Agreement clarified that the $100.0 million Special Dividend threshold is reduced b
• $32.8 m — pecial Dividend threshold is reduced by $32.8 million, equal to the aggregate liquidati
• $47.0 million — e current Special Dividend threshold is $47.0 million. Under the Original Stockholders Agre

Filing Documents

• formsc13da.htm (SC 13D/A) — 82KB
• 0001493152-24-029305.txt ( ) — 84KB

From the Filing

SC 13D/A 1 formsc13da.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W204 (CUSIP Number) with a copy to : Cerberus Capital Management, L.P. Robert G. Minion, Esq. Attn: Andrew Kandel, Chief Compliance Officer Lowenstein Sandler LLP 875 Third Avenue, 10 th Floor 1251 Avenue of the Americas, 17th Floor New York, NY 10022 New York, NY 10020 (212) 891-2100 (646) 414-6930 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2024 (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 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 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). CUSIP No. 20564W204 1. Names of Reporting Persons: Pine Investor, LLC 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): OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 1,717,085 (1) 8. Shared Voting Power: 0 9. Sole Dispositive Power: 1,717,085 (1) 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,717,085 (1) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): (1) 13. Percent of Class Represented by Amount in Row (11): 26.4% (1) 14. Type of Reporting Person (See Instructions): OO (1) Represents (i) 1,603,578 shares of common stock, par value $0.001 per share (“Common Stock”), of comScore, Inc., a Delaware corporation (the “Issuer”), issuable upon conversion of 31,928,301 shares of the Issuer’s Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), held by Pine Investor, LLC (“Pine”); (ii) 109,654 shares of outstanding Common Stock beneficially owned by the Reporting Persons; and (iii) 3,853 shares of Common Stock underlying vested, deferred stock units resulting from restricted stock unit awards previously granted by the Issuer to Nana Banerjee and assigned by Dr. Banerjee to Cerberus Capital Management, L.P., a Delaware limited partnership (“Cerberus”, and together with Pine, the “Reporting Persons”). See the discussion in Items 4 through 6 of this Schedule 13D. 2 CUSIP No. 20564W204 1. Names of Reporting Persons: Cerberus Capital Management, L.P. 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): OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 1,717,085 (1) 8. Shared Voting Power: 0 9. Sole Dispositive Power: 1,717,085 (1) 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,717,085 (1) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (1) (See Instructions): 13. Percent of Class Represented by Amount in Row (11): 26.4% (1) 14. Type of Reporting Person (See Instructions): IA (1) Represents (i) 1,603,578 shares of Common Stock issuable upon conversion of 31,928,301 shares of Series B Preferred Stock held by Pine; (ii) 109,654 shares of outstanding Common Stock beneficially owned by the Reporting Persons; and (iii) 3,853 shares of Common Stock underlying vested, deferred stock units resulting from restricted stock unit awards previously granted by the Issuer to Nana Banerjee and assigned by Dr. Banerjee to Cerberus. See the discussion in Items 4 through 6 of this Schedule 13D. 3 Item 5. Interest in Securities of the

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