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Filing Details

Accession Number:: 0001181431-13-060998
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-29 16:16:14
Reporting Period:: 2013-11-26

Filing Date:: 2013-11-29
Accepted Time:: 2013-11-29 16:16:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1492633	Nielsen Holdings N.v.	NLSN	Services-Business Services, Nec (7389)	980662038

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1182911	J Patrick Healy	C/O Hellman &Amp; Friedman Llc One Maritime Plaza, 12Th Floor San Francisco CA 94111		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-11-26	2,939,362	$39.09	11,886,679	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

These shares represent shares of common stock that were sold or are held by Valcon Acquisition Holding (Luxembourg) S.a r.l. ("Luxco") that are attributable to the Hellman & Friedman Funds (as defined below).
This amount represents the $39.30 secondary public offering price per share of the Issuer's common stock less the underwriting discount of $0.21 per share.
Each of Hellman & Friedman Capital Partners V (Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. and Hellman & Friedman Capital Associates V (Cayman), L.P. (collectively, the "Hellman & Friedman Funds") owns securities of Luxco. Hellman & Friedman Investors V (Cayman), Ltd. is the sole general partner of Hellman & Friedman Investors V (Cayman), L.P. Hellman & Friedman Investors V (Cayman), L.P., in turn, is the sole general partner of each of Hellman & Friedman Capital Partners V (Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. and Hellman & Friedman Capital Associates V (Cayman), L.P.
Hellman & Friedman Investors V (Cayman), Ltd. is owned and controlled by more than 10 shareholders, none of whom owns more than 9.9% of Hellman & Friedman Investors V (Cayman), Ltd. Hellman & Friedman Investors V (Cayman), Ltd. has a four-member investment committee (the "Investment Committee") that serves at the discretion of Hellman & Friedman Investors V (Cayman), Ltd.'s Board of Directors and makes recommendations to such Board with respect to matters presented to it. (continued footnote 5)
Members of the Investment Committee are Brian M. Powers, Philip U. Hammarskjold, Patrick J. Healy and David R. Tunnell. Each of the entities identified in footnotes (3) and (4), the members of the Investment Committee and the shareholders of Hellman & Friedman Investors V (Cayman), Ltd. disclaim beneficial ownership of any shares of common stock of the Issuer, except to the extent of its, his or her pecuniary interest therein, if any. Mr. Healy serves as a Managing Director of Hellman & Friedman LLC, an affiliate of Hellman & Friedman Investors V (Cayman), Ltd., is a shareholder of Hellman & Friedman Investors V (Cayman), Ltd. and is a member of the Investment Committee.