Item 1.01 Entry into a Material Definitive Agreement.

On December 26, 2020, comScore, Inc. (the "Company") and certain funds affiliated with or managed by Starboard Value LP ("Starboard"), the holders of the Company's senior secured convertible notes due January 16, 2022 (as amended to date, the "Notes") entered into a letter agreement (the "Letter Agreement"), pursuant to which the interest conversion price under the Notes was amended solely with respect to the interest payment due to the holders on January 4, 2021. Such conversion price was amended to be the lower of (x) the weighted average price of the Company's common stock from December 16, 2020 through December 24, 2020, and (y) the weighted average price of the Company's common stock from the earlier of (i) the first trading day following the Company's public disclosure of certain information received by Starboard under a confidentiality agreement between the Company and Starboard and (ii) January 15, 2021, through the tenth trading day following such earlier date (the "End Date"). The shares of common stock due to the holders with respect to the January 4, 2021 interest payment are to be delivered on the first trading day following the End Date.

The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



  Exhibit
    No.                                    Description

10.1             Letter Agreement, dated December 26, 2020, by and among comScore,
               Inc., Starboard Value and Opportunity Master Fund Ltd. and the other
               investors listed on the signature pages attached thereto.

101.INS        XBRL Instance Document - the instance document does not appear in
               the Interactive Data File because its XBRL tags are embedded within
               the Inline XBRL document.

101.SCH        Inline XBRL Taxonomy Extension Schema Document.

101.CAL        Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF        Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB        Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE        Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104            Cover Page Interactive Data File - the cover page iXBRL tags are
               embedded within the Inline XBRL document.




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