0001209191-14-019988.txt : 20140312 0001209191-14-019988.hdr.sgml : 20140312 20140312182946 ACCESSION NUMBER: 0001209191-14-019988 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140310 FILED AS OF DATE: 20140312 DATE AS OF CHANGE: 20140312 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: KKR Group Ltd CENTRAL INDEX KEY: 0001472695 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 14688935 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBERTS GEORGE R CENTRAL INDEX KEY: 0001081715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 14688936 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAVIS HENRY R CENTRAL INDEX KEY: 0001081714 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 14688937 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Management LLC CENTRAL INDEX KEY: 0001472694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 14688938 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR & Co. L.P. CENTRAL INDEX KEY: 0001404912 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 14688939 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Holdings L.P. CENTRAL INDEX KEY: 0001472696 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 14688940 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-03-10 0 0001492633 Nielsen Holdings N.V. NLSN 0001472696 KKR Group Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001404912 KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472694 KKR Management LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081714 KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081715 ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472695 KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common Stock 2014-03-10 4 S 0 1028235 46.25 D 3129909 I See footnotes Common Stock 2014-03-10 4 S 0 5170057 46.25 D 15737467 I See footnotes Common Stock 174 I See footnotes These shares represent shares of common stock that were sold or are held by Valcon Acquisition Holding (Luxembourg) S.a.r.l ("Luxco"). This amount represents the secondary price per share of the Issuer's common stock received by Luxco in an underwritten secondary block trade. The securities are attributable to KKR VNU Equity Investors, L.P. through its ownership of securities of Luxco, KKR VNU Equity Investors, L.P. is controlled by its general partner, KKR VNU GP Limited, KKR VNU GP Limited is wholly-owned by KKR VNU (Millennium) Limited ("KKR VNU Limited"). The securities are attributable to KKR VNU (Millennium), L.P. through its ownership of securities of Luxco, KKR VNU (Millennium), L.P. is controlled by its general partner, KKR VNU Limited. The securities are attributable to KKR Millennium Fund (Overseas), Limited Partnership ("Millennium Fund") through its ownership of securities of Luxco Millennium Fund is controlled by its general partner, KKR Associates Millennium (Overseas), Limited Partnership. KKR Associates Millennium (Overseas), Limited Partnership holds a majority of the equity interests of KKR VNU Limited. KKR Associates Millennium (Overseas), Limited Partnership is controlled by its general partner, KKR Millennium Limited, KKR Fund Holdings L.P. ("KKR Fund Holdings") is the sole shareholder of KKR Millennium Limited, KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") is a general partner of KKR Fund Holdings, KKR Group Holdings L.P. ("KKR Group Holdings") is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings, KKR Group Limited ("KKR Group") is the general partner of KKR Group Holdings KKR & Co L.P. ("KKR & Co") is the sole shareholder of KKR Group KKR Management LLC is the general partner of KKR & Co. The designated members of KKR Management LLC are Messrs Henry R. Kravis and George R. Roberts. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR VNU Equity Investors, L.P. KKR VNU GP Limited, KKR VNU Limited, KKR VNU (Millennium), L.P. Millennium Fund, KKR Associates Millennium (Overseas), Limited Partnership, KKR Millennium Limited, KKR Fund Holdings L.P. and KKR Fund Holdings GP Limited have filed a separate Form 4. Each of the Reporting Persons disclaims beneficial ownership of securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Exhibit List, Exhibit 99.1 Additional Footnotes. /s/ Richard J. Kreider, as authorized signatory (8) for KKR Group Holdings L.P. 2014-03-12 /s/ Richard J. Kreider, as authorized signatory (9) for KKR Group Limited 2014-03-12 /s/ Richard J. Kreider, as authorized signatory (10) for KKR & Co. L.P. 2014-03-12 /s/ Richard J. Kreider, as authorized signatory (11) for KKR Management LLC 2014-03-12 /s/ Richard J. Kreider, as attorney-in-fact for Henry R. Kravis 2014-03-12 /s/ Richard J. Kreider, as attorney-in-fact for George R. Roberts 2014-03-12 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT



                                                               Exhibit 99.1

(8) Mr. Kreider is signing in his capacity as attorney-in-fact for William J.
Janetschek, director of KKR Group Limited, the general partner of KKR Group
Holdings L.P.

(9) Mr. Kreider is signing in his capacity as attorney-in-fact for William 3.
Janetschek, director of KKR Group Limited.

(10) Mr. Kreider is signing in his capacity as attorney-in-fact for William J.
Janetschek, Chief Financial Officer of KKR Management LLC, the general partner
of KKR & Co. L.P.

(11) Mr. Kreider is signing in his capacity as attorney-in-fact for William J.
Janetschek, Chief Financial Officer of KKR Management LLC.