Edgar Filing: Nielsen N.V.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KILTS JAMES M

2. Issuer Name and Ticker or Trading Symbol
Nielsen N.V. [NLSN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CENTERVIEW CAPITAL HOLDINGS LLC, 31 WEST 52ND STREET

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2014

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2014		S		869,082	D	$ 47.0005 ⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	05/07/2014		S		42,164	D	$ 47.0005 ⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁵⁾
Common Stock	05/07/2014		S		227,812	D	$ 47.0005 ⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁶⁾
Common Stock	05/07/2014		M		208,628	A	$ 16	208,628	I	See footnotes ⁽²⁾ ⁽⁸⁾
Common Stock	05/07/2014		S		208,628	D	$ 47.0005 ⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽⁸⁾
Common Stock	05/07/2014		M		241,413	A	$ 16	241,413	I	See footnotes ⁽²⁾ ⁽⁸⁾
Common Stock	05/07/2014		S		241,413	D	$ 47.0005 ⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽⁸⁾
Common Stock	05/07/2014		M		10,122	A	$ 16	10,122	I	See footnotes ⁽²⁾ ⁽⁹⁾
Common Stock	05/07/2014		S		10,122	D	$ 47.0005 ⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽⁹⁾
Common Stock	05/07/2014		M		11,712	A	$ 16	11,712	I	See footnotes ⁽²⁾ ⁽⁹⁾
Common Stock	05/07/2014		S		11,712	D	$ 47.0005 ⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to purchase common stock (right to buy)

$ 16

05/07/2014

208,628

⁽⁷⁾

02/02/2017

Common Stock

208,628

$ 0

See footnotes ⁽²⁾ ⁽⁸⁾

Options to purchase common stock (right to buy)

$ 16

05/07/2014

241,413

⁽⁷⁾

02/02/2017

Common Stock

241,413

$ 0

See footnotes ⁽²⁾ ⁽⁸⁾

Options to purchase common stock (right to buy)

$ 16

05/07/2014

10,122

⁽⁷⁾

02/02/2017

Common Stock

10,122

$ 0

See footnotes ⁽²⁾ ⁽⁹⁾

Options to purchase common stock (right to buy)

$ 16

05/07/2014

11,712

⁽⁷⁾

02/02/2017

Common Stock

11,712

$ 0

See footnotes ⁽²⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KILTS JAMES M C/O CENTERVIEW CAPITAL HOLDINGS LLC 31 WEST 52ND STREET NEW YORK, NY 10019	X

Signatures

/s/ Harris A. Black, authorized signatory		05/09/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $47.00 to $47.21, inclusive. The reporting person undertakes to provide Nielsen Holdings N.V. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(2)	The reporting person is an employee of an affiliate of Centerview Capital. L.P. Centerview Employees, L.P. and Centerview VNU LLC (collectively, "Centerview"). As such, the reporting person may be deemed to beneficially own the shares of the Issuer that may be deemed to be directly or indirectly beneficially owned by Centerview. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
(3)	These shares represent shares of common stock that were sold by Valcon Acquisition Holding (Luxembourg) S.a.r.l. ("Luxco").
(4)	The securities are attributable to Centerview Capital, L.P. through its ownership of securities of Luxco.
(5)	The securities are attributable to Centerview Employees, L.P. through its ownership of securities of Luxco.
(6)	The securities are attributable to Centerview VNU LLC through its ownership of securities of Luxco.
(7)	Represents options to purchase shares of common stock of the Issuer, which have fully vested.
(8)	Represents securities of the Issuer held by Centerview Capital, L.P.
(9)	Represents securities of the Issuer held by Centerview Employees, L.P.

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