SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FISHER ITZHAK

(Last)

(First)

(Middle)

770 BROADWAY

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2011

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Global Product Leadership

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/25/2011

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	256,963	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to purchase common stock (right to buy)⁽¹⁾	⁽³⁾	06/04/2017	Common Stock	187,500	$16	I	See footnote⁽²⁾
Options to purchase common stock (right to buy)⁽¹⁾	⁽⁴⁾	06/04/2017	Common Stock	151,875	$16	I	See footnote⁽²⁾
Options to purchase common stock (right to buy)⁽¹⁾	⁽³⁾	06/04/2017	Common Stock	31,250	$32	I	See footnote⁽²⁾
Options to purchase common stock (right to buy)⁽¹⁾	⁽⁵⁾	06/04/2017	Common Stock	25,312	$32	I	See footnote⁽²⁾
Options to purchase common stock (right to buy)⁽¹⁾	⁽³⁾	11/29/2015	Common Stock	66,753	$6.9	I	See footnote⁽²⁾

Explanation of Responses:

1. This Amended Form 3 is being filed to correct the form of beneficial ownership, to include an additional option award which had been inadvertently omitted in the original filing and to correct certain vesting and expiration information.

2. Held through a limited liability company, of which the reporting person and his spouse are members.

3. Represents options to purchase shares of common stock of the Issuer, of which 100% are vested.

4. Represents options to purchase shares of common stock of the Issuer, of which 9,375 vested on the grant date (June 4, 2007), 35,625 vested on December 31, 2007 and 35,625 vested on December 31, 2009. An additional 35,625 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 35,625 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.

5. Represents options to purchase shares of common stock of the Issuer, of which 1,563 vested on the grant date (June 4, 2007), 5,937 vested on December 31, 2007 and 5,937 vested on December 31, 2009. An additional 5,938 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 5,937 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.

	/s/ Harris Black, authorized signatory	06/04/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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