SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

GUARASCIO PHILIP

(Last)

(First)

(Middle)

9705 PATUXENT WOODS DRIVE

(Street)

COLUMBIA

21046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARBITRON INC [ ARB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2013

4. If Amendment, Date of 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

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	09/30/2013		D		4,258⁽¹⁾	D	$48	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽²⁾	09/30/2013		D			14,208.4726⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	14,208.4726	$48	0	D
Non-Qualified Stock Option (right to buy)	$41.72	09/30/2013		D			1,112	⁽⁵⁾	12/31/2013	Common Stock	1,112	$6.28	0	D
Non-Qualified Stock Option (right to buy)	$36.75	09/30/2013		D			7,000	⁽⁶⁾	05/17/2014	Common Stock	7,000	$11.25	0	D
Non-Qualified Stock Option (right to buy)	$36.52	09/30/2013		D			3,000	⁽⁵⁾	06/30/2014	Common Stock	3,000	$11.48	0	D
Non-Qualified Stock Option (right to buy)	$41.02	09/30/2013		D			7,000	⁽⁶⁾	05/24/2015	Common Stock	7,000	$6.98	0	D
Non-Qualified Stock Option (right to buy)	$39.87	09/30/2013		D			7,000	⁽⁶⁾	05/24/2016	Common Stock	7,000	$8.13	0	D
Non-Qualified Stock Option (right to buy)	$46.64	09/30/2013		D			7,605	⁽⁶⁾	05/13/2018	Common Stock	7,605	$1.36	0	D
Non-Qualified Stock Option (right to buy)	$20.52	09/30/2013		D			15,719	⁽⁷⁾	05/27/2019	Common Stock	15,719	$27.48	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger by and among Nielsen Holdings N.V. ("Nielsen"), TNC Sub I Corporation and Arbitron Inc., as amended (the "Merger Agreement"), these shares were cancelled in exchange for a cash payment equal to $48.00 per share.

2. These deferred stock units convert on a one for one basis.

3. Includes an aggregate of 749.4726 deferred stock units acquired through dividend reinvestment. Pursuant to the Merger Agreement, the deferred stock units were cancelled in exchange for a cash payment equal to $48.00 per share.

4. These deferred stock units vested in one installment on the first anniversary of the date of grant and are payable no sooner than 30 days following retirement of the reporting person from the board of directors.

5. Pursuant to the Merger Agreement, these options, which were fully vested on the date of grant and became exercisable six months after the date of grant for each such option, were canceled in exchange for a cash payment representing (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above.

6. Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above.

7. Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing the difference between $48.00 per share and the exercise price of each such option.

	/s/ Timothy T. Smith Attorney in Fact for Philip Guarascio	09/30/2013
	** Signature of Reporting Person	Date
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