SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* TCG HOLDINGS CAYMAN II, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE, NW, STE 220 S (Street) WASHINGTON DC 20004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/25/2011	3. Issuer Name and Ticker or Trading Symbol Nielsen Holdings N.V. [ NLSN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43,424,425	I	See footnotes(1)(4)
Common Stock	1,753,762	I	See footnotes(2)(4)
Common Stock	9,917,167	I	See footnotes(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TCG HOLDINGS CAYMAN II, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE, NW, STE 220 S (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DBD Cayman, Ltd. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE, NW, STE 220 S (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DBD Cayman Holdings, Ltd. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE, NW, STE 220 S (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are held by Carlyle Partners IV Cayman, L.P. ("CP IV") through Valcon Acquisition Holding (Luxembourg) S.?? r.l., a private limited company incorporated under the laws of Luxembourg ("Luxco"). CP IV's general partner is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman Investment Holdings, L.P.

2. The securities are held by CP IV Coinvestment Cayman, L.P. ("CPIV Coinvest") through Luxco. CPIV Coinvest's general partner is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman Investment Holdings, L.P.

3. The securities are held by CEP II Participations S.?? r.l. SICAR ("CEP II P") through Luxco. CEP II P is directly or indirectly owned by Carlyle Europe Partners II, L.P., whose general partner is CEP II Managing GP, L.P., whose general partner is CEP II Managing GP Holdings, Ltd., which is wholly owned by TC Group Cayman Investment Holdings, L.P.

4. The general partner of TC Group Cayman Investment Holding, L.P. is TCG Holdings Cayman II, L.P. The general partner of TCG Holdings Cayman II, L.P. is DBD Cayman Ltd., a Cayman Islands exempted limited liability company. The sole shareholder of DBD Cayman, Ltd. is DBD Cayman Holdings, Ltd., a Cayman Islands exempted limited liability company. DBD Cayman Holdings, Ltd. has investment discretion and dispositive power over the shares. DBD Cayman Holdings, Ltd. is controlled by its ordinary members, William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein and all action relating to the investment and disposition of the shares requires their approval. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as ordinary members of DBD Cayman Holdings, Ltd., may be deemed to share beneficial ownership of the shares beneficially owned by CP IV, CPIV Coinvest and CEP II P. Such persons disclaim such beneficial ownership.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Carlyle Partners IV Cayman, L.P.; TC Group IV Cayman, L.P.; TC Group Cayman Investment Holdings, L.P.; CP IV GP, Ltd.; CP IV Coinvestment Cayman, L.P.; CEP II Participations S.a r.l. SICAR; Carlyle Europe Partners II, L.P.; CEP II Managing GP, L.P. and CEP II Managing GP Holdings, Ltd. have filed a separate Form 3.

	/s/ Daniel A. D'Aniello, Authorized Person for TCG Holdings Cayman II, L.P.	01/25/2011
	/s/ Daniel A. D'Aniello, Authorized Person for DBD Cayman, Ltd.	01/25/2011
	/s/ Daniel A. D'Aniello, Authorized Person for DBD Cayman Holdings, Ltd.	01/25/2011
	** Signature of Reporting Person	Date
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