0001140361-13-022085.txt : 20130521 0001140361-13-022085.hdr.sgml : 20130521 20130521163136 ACCESSION NUMBER: 0001140361-13-022085 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130517 FILED AS OF DATE: 20130521 DATE AS OF CHANGE: 20130521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRESSLER RICHARD J CENTRAL INDEX KEY: 0001200604 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 13862248 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nielsen Holdings N.V. CENTRAL INDEX KEY: 0001492633 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980662038 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 770 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: (646) 654-5000 MAIL ADDRESS: STREET 1: 770 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: Nielsen Holdings B.V. DATE OF NAME CHANGE: 20100524 4 1 doc1.xml FORM 4 X0306 4 2013-05-17 0 0001492633 Nielsen Holdings N.V. NLSN 0001200604 BRESSLER RICHARD J C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 0 0 Common Stock 2013-05-17 4 S 0 8313687 34.4848 D 31264061 I See Note Due to the limitation of the amount of characters that can be used, please see Item 1 of Exhibit 99.1 - Explanation of Responses. Due to the limitation of the amount of characters that can be used, please see Item 2 of Exhibit 99.1 - Explanation of Responses. Due to the limitation of the amount of characters that can be used, please see Item 3 of Exhibit 99.1 - Explanation of Responses. See Exhibit 99.1-Explanation of Responses. /s/ Richard Bressler 2013-05-21 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS mm05-21133bressler_nlsn4e991.htm
 
EXHIBIT 99.1

Explanation of Responses:
 
(1) Represents shares of the Issuer held through Valcon Acquisition Holding (Luxembourg) S.a.r.l., a private limited company formed under the laws of  Luxembourg, by each of Thomas H. Lee (Alternative) Fund VI, L.P. (“Alternative Fund VI”), Thomas H. Lee (Alternative) Parallel Fund VI, L.P. (“Alternative Parallel VI”), Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. (“Alternative DT VI”), THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P., THL Equity Fund VI Investors (VNU) III, L.P., THL Equity Fund VI Investors (VNU) IV, LLC, Thomas H. Lee (Alternative) Fund V, L.P. (“Alternative Fund V”), Thomas H. Lee (Alternative) Parallel Fund V, L.P. (“Alternative Parallel V”), Thomas H. Lee (Alternative) Cayman Fund V, L.P. (“Alternative Cayman V”), THL Coinvestment Partners, L.P., Thomas H. Lee Investors Limited Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company I LLC, Putnam Investments Employees’ Securities Company II LLC and Putnam Investments Employees’ Securities Company III LLC.  Thomas H. Lee Advisors (Alternative) VI, Ltd. (“Advisors VI Ltd.”) is the general partner of THL Advisors (Alternative) VI, L.P. (“Advisors VI”), which in turn is the general partner of each of Alternative Fund VI, Alternative Parallel VI, Alternative DT VI, THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P. and THL Equity Fund VI Investors (VNU) III, L.P. and the managing member of THL Equity Fund VI Investors (VNU) IV, LLC.  Thomas H. Lee Advisors (Alternative) V Limited LDC (“LDC”) is the general partner of THL Advisors (Alternative) V, L.P. (“Advisors V”), which in turn is the general partner of each of Alternative Fund V, Alternative Parallel V, and Alternative Cayman V.  THL Coinvestment Partners, L.P. and Thomas H. Lee Investors Limited Partnership are affiliates of Thomas H. Lee Partners, L.P. that co-invest alongside Alternative Fund VI and Alternative Fund V.  Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company I LLC, Putnam Investments Employees’ Securities Company II LLC and Putnam Investments Employees’ Securities Company III LLC are each contractually obligated to coinvest alongside either Alternative Fund VI or Alternative Fund V and therefore Advisors VI and LDC may be deemed to have shared voting and investment power over the shares held by these entities. 
 
The reporting person is a managing director of Thomas H. Lee Partners, L.P.   By virtue of the relationships described above, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of these entities.  The reporting person disclaims beneficial ownership of such shares, expect to the extent of any pecuniary interest therein.
 
(2)  The reporting person disclaims beneficial ownership of all such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
(3)  This amount represents the $35.01 secondary public offering price per share of the Issuer's common stock less the underwriting discount of $0.52515 per share.