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*
DBD Cayman, Ltd.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)
WASHINGTON DC 20004

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2012
4. 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 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 03/26/2012 S 7,811,273 D $29.1156 47,284,081 I See footnotes (1) (2) (3) (4) (5)
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
1. Name and Address of Reporting Person*
DBD Cayman, Ltd.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Offshore Partners II Holdings, Ltd.

(Last) (First) (Middle)
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HSE, 87 MARY STREET, GEORGE TOWN

(Street)
GRAND CAYMAN E9 KY1-9001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CARLYLE OFFSHORE PARTNERS II LTD

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
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, SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DBD Cayman Holdings, Ltd.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of common stock sold or held by Valcon Acquisition Holding (Luxembourg) S.a r.l. ("Luxco").
2. Includes 37,267,825 securities attributable to Carlyle Partners IV Cayman, L.P. ("CP IV"), 1,505,118 securities attributable to CP IV Coinvestment Cayman, L.P. ("CP IV Coinvest") and 8,511,138 securities attributable to CEP II Participations S.a r.l. SICAR ("CEP II P"), each through its ownership of securities of Luxco. TC Group IV Cayman, L.P. is the general partner of each of CP IV and CP IV Coinvest. CP IV GP, Ltd. is the general partner of TC Group IV Cayman, L.P. TC Group Cayman Investment Holdings, L.P. is the sole shareholder of TC Group IV Cayman, L.P.
3. Carlyle Europe Partners II, L.P. is the sole shareholder of CEP II P. CEP II Managing GP, L.P. is the general partner of Carlyle Europe Partners II, L.P. CEP II Managing GP Holdings, Ltd. is the general partner of CEP II Managing GP, L.P. TC Group Cayman Investment Holdings, L.P. is the sole shareholder of CEP II Managing GP Holdings, Ltd. 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. The sole shareholder of DBD Cayman, Ltd. is DBD Cayman Holdings, Ltd., a Cayman Islands exempted limited liability company.
4. DBD Cayman Holdings, Ltd. is controlled by its ordinary members, and all action relating to the voting or disposition of the securities requires the approval of a majority of the ordinary members. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein are the ordinary members of DBD Cayman Holdings, Ltd. and, in such capacity, may be deemed to share beneficial ownership of securities beneficially owned by DBD Cayman Holdings, Ltd. Such individuals expressly disclaim any such beneficial ownership, except to the extent of their pecuniary interest therein.
5. Pursuant to an agreement between DBD Cayman Holdings, Ltd. and its Class B member, Carlyle Offshore Partners II, Ltd., voting power over the Common Stock is held by Carlyle Offshore Partners II, Ltd. The sole shareholder of Carlyle Offshore Partners II, Ltd. is Carlyle Offshore Partners II Holdings, Ltd. Carlyle Offshore Partners II Holdings, Ltd. has 13 members, with no member controlling more than 7.7% of the vote. Each of these members expressly disclaims beneficial ownership of any such securities, except to the extent of their pecuniary interest therein.
Remarks:
Due to the limitations of the electronic filing system, Carlyle Partners IV Cayman, L.P., CP IV GP, Ltd., TC Group IV Cayman, L.P., CP IV Coinvestment Cayman, L.P, CEP II Managing GP Holdings, Ltd., CEP II Managing GP, L.P. Carlyle Europe Partners II, L.P. and CEP II Participations S.a r.l. SICAR are filing a separate Form 4. Exhibit List Exhibit 24 - Power of Attorney Exhibit 99 - Joint Filer Information Form 1 of 2
/s/ Jeremy W. Anderson, attorney-in-fact 03/28/2012
** 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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