0001181431-14-017418.txt : 20140501 0001181431-14-017418.hdr.sgml : 20140501 20140501135826 ACCESSION NUMBER: 0001181431-14-017418 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140429 FILED AS OF DATE: 20140501 DATE AS OF CHANGE: 20140501 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CALHOUN DAVID L CENTRAL INDEX KEY: 0001233152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 14803953 4 1 rrd408297.xml DAVID L. CALHOUN - FORM 4 - APRIL 29, 2014 SALES X0306 4 2014-04-29 0 0001492633 Nielsen Holdings N.V. NLSN 0001233152 CALHOUN DAVID L C/O NIELSEN HOLDINGS N.V. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 Common Stock 2014-04-29 4 M 0 565625 32.00 A 1328694 D Common Stock 2014-04-29 4 S 0 565625 47.00 D 763069 D Common Stock 484090 I By Trusts Options to purchase Common Stock 32.00 2014-04-29 4 M 0 312500 0 D 2017-02-02 Common Stock 312500 0 D Options to purchase common stock 32.00 2014-04-29 4 M 0 253125 0 D 2017-02-02 Common Stock 253125 0 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan. The securities are held by various trusts for the benefit of the reporting person and his family members as to which the reporting person or his wife is the trustee. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest. Represents options to purchase shares of common stock of the Issuer, 81% of which vested at the time of the Issuers' initial public offering and 19% of which vested on December 31, 2011. Represents options to purchase shares of common stock of the Issuer, of which 15,625 vested on the grant date (December 31, 2006), 59,375 vested on December 31, 2007 and 59,375 vested on December 31, 2009. An additional 59,375 vested if the Issuer met or exceeded a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 59,375 vested if the Issuer met or exceeded a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013. /s/ Harris Black, authorized signatory 2014-05-01