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*
Charlton Jeffrey
(Last) (First) (Middle)
770 BROADWAY
(Street)
NEW YORK NY 10003
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings N.V. [ NLSN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Corporate Controller
3. Date of Earliest Transaction (Month/Day/Year)
10/25/2013
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)
Code V Amount (A) or (D) Price
Common Stock 10/25/2013 M 32,813 A $16 46,569.56 D
Common Stock 10/25/2013 M 20,343 A $16 66,912.56 D
Common Stock 10/25/2013 S 53,156 D $39.03(1) 13,765.56 D
Common Stock 10/25/2013 M 5,469 A $32 19,234.56 D
Common Stock 10/25/2013 M 3,390 A $32 22,624.56 D
Common Stock 10/25/2013 S 8,859 D $39.09(2) 13,765.56 D
Common Stock 10/25/2013 M 10,000 A $30.19 23,765.56 D
Common Stock 10/25/2013 S 10,000 D $39.001(3) 13,765.56 D
Common Stock 10/25/2013 M 3,750 A $27.98 17,515.56 D
Common Stock 10/25/2013 S 3,750 D $39.072(4) 13,765.56 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock $16 10/25/2013 M 32,813 (5) 02/02/2017 Common Stock 32,813 $0 0 D
Options to Purchase Common Stock $16 10/25/2013 M 20,343 (6) 02/02/2017 Common Stock 20,343 $0 6,235 D
Options to Purchase Common Stock $32 10/25/2013 M 5,469 (5) 02/02/2017 Common Stock 5,469 $0 0 D
Options to Purchase Common Stock $32 10/25/2013 M 3,390 (7) 02/02/2017 Common Stock 3,390 $0 1,039 D
Options to Purchase Common Stock $30.19 10/25/2013 M 10,000 (8) 05/11/2018 Common Stock 10,000 $0 10,000 D
Options to Purchase Common Stock $27.98 10/25/2013 M 3,750 (9) 07/26/2019 Common Stock 3,750 $0 11,250 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $39 to $39.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $39.02 to $39.115, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $39 to $39.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $39.01 to $39.125, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. Represents options to purchase shares of common stock of the Issuer, of which 81% were vested as of January 25, 2011 and the remaining 19% vested on December 31, 2011.
6. Represents options to purchase shares of common stock of the Issuer, of which 1,641 vested on the grant date (December 31, 2006), 6,234 vested on December 31, 2007, 6,234 vested on December 31, 2009 and 6,235 vested on December 31, 2012. The remaining 6,234 will vest on December 31, 2013.
7. Represents options to purchase shares of common stock of the Issuer, of which 273 vested on the grant date (December 31, 2006), 1,039 vested on December 31, 2007, 1,039 vested on December 31, 2009 and 1,039 vested on December 31, 2012. The remaining 1,039 will vest on December 31, 2013.
8. Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over four years beginning one year after the grant date (May 11, 2011).
9. Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over four years beginning one year after the grant date (July 26, 2012).
/s/ Harris Black, authorized signatory 10/29/2013
** 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 4 (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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