SEC FORM 4

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^*

Blackstone Management Associates (Cayman) V L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nielsen 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)
06/06/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/06/2014		S		2,446,804⁽¹⁾	D	$47.08⁽²⁾	8,111,214	I	See footnotes⁽¹⁾⁽³⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	06/06/2014		S		76,993⁽¹⁾	D	$47.08⁽²⁾	255,233	I	See footnotes⁽¹⁾⁽⁴⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	06/06/2014		S		15,850⁽¹⁾	D	$47.08⁽²⁾	52,543	I	See footnotes⁽¹⁾⁽⁵⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	06/06/2014		S		2,265,316⁽¹⁾	D	$47.08⁽²⁾	7,509,579	I	See footnotes⁽¹⁾⁽⁶⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	06/06/2014		S		194,018⁽¹⁾	D	$47.08⁽²⁾	643,176	I	See footnotes⁽¹⁾⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	06/06/2014		S		39,157⁽¹⁾	D	$47.08⁽²⁾	129,805	I	See footnotes⁽¹⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	06/06/2014		S		173,543⁽¹⁾	D	$47.08⁽²⁾	575,300	I	See footnotes⁽¹⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Blackstone Management Associates (Cayman) V L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone LR Associates (Cayman) V Ltd.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

BCP V GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Holdings III L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Holdings III GP L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Holdings III GP Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Group L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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. These shares represent shares of common stock that were sold or are held by Valeon Acquisition Holding (Luxembourg) S.a.r.l. ("Luxco").

2. This amount represents the $47.20 secondary public offering price per share of the Issuer's common stock less the underwriting discount of $0.12 per share.

3. The securities are attributable to Blackstone Capital Partners (Cayman) V L.P ("BCP V") through its ownership of securities of Luxco.

4. The securities are attributable to Blackstone Family Investment Partnership (Cayman) V L.P ("BFIP V") through its ownership of securities of Luxco.

5. The securities are attributable to Blackstone Participation Partnership (Cayman) V L.P ("BPPV") through its ownership of securities of Luxco.

6. The securities are attributable to Blackstone Capital Partners (Cayman) V-A, L.P ("BCP V-A") through its ownership of securities of Luxco.

7. The securities are attributable to BCP (Cayman) V-S L.P ("BCP V-S") through its ownership of securities of Luxco.

8. The securities are attributable to BCP V Co-Investors (Cayman) L.P ("BCPVC") through its ownership of securities of Luxco.

9. The securities are attributable to Blackstone Family Investment Partnership (Cayman) V-SMD L.P ("BFIP V-SMD") through its ownership of securities of Luxco.

10. Blackstone Management Associates (Cayman) V.L.P. ("BMA") is the general partner of each of BCP V, BCP V-A, BCP V-S and BCPVC. Blackstone LR Associates (Cayman) V Ltd ("BLRA") and BCP V GP L.L.C. are the general partners of BMA. The general partner of each of BFIP V and BPPV is BCP V GP L.L.C. The general partner of BFIP V-SMD is Blackstone Family GP L.L.C. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.

11. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Mr. Schwarzman is director and controlling person of BLRA. Blackstone Family GP L.L.C. is controlled by its founding member Mr. Schwarzman.

Remarks:

Due to the limitations of the Securities and Exchange Commission's EDGAR system, Blackstone Capital Partners (Cayman) V L.P., Blackstone Family Investment Partnership (Cayman) V L.P., Blackstone Participation Partnership (Cayman) V L.P., Blackstone Capital Partners (Cayman) V-A, L.P., BCP (Cayman) V-S L.P. BCP V Co-Investors (Cayman) L.P., Blackstone Family GP L.L.C. and Blackstone Family Invesment Partnership (Cayman) V-SMD L.P. have filed a separate Form 4. Each of the Reporting Persons disclaims beneficial ownership of the 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.

	BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) V L.P.; By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Chief Legal Officer	06/10/2014
	BLACKSTONE LR ASSOCIATES (CAYMAN) V LTD., By: /s/ John G. Finley, Director	06/10/2014
	BCP V GP L.L.C., By: /s/ John G. Finley, Chief Legal Officer	06/10/2014
	BLACKSTONE HOLDINGS III L.P.; By: Blackstone Holdings III GP L.P., its general partner; By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Chief Legal Officer	06/10/2014
	BLACKSTONE HOLDINGS III GP L.P.; By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Chief Legal Officer	06/10/2014
	BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Chief Legal Officer	06/10/2014
	THE BLACKSTONE GROUP L.P.; By: Blackstone Group Management L.L.C., its general partner, By: /s/ John G. Finley, Chief Legal Officer	06/10/2014
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Chief Legal Officer	06/10/2014
	/s/ Stephen A. Schwarzman for STEPHEN A SCHWARZMAN	06/10/2014
	** 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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