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* KASH ARWIN (Last) (First) (Middle) 770 BROADWAY (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2012	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 10% Owner X Officer (give title below) Other (specify below) Vice Chairman	5. 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 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	150,347	D
Common Stock	395,761	I	By CG Kash Holding, LLC(1)

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
Options to purchase common stock (right to buy)	(2)	05/26/2019	Common Stock	65,624	$16	D
Options to purchase common stock (right to buy)	(3)	05/26/2019	Common Stock	10,937	$32	D
Options to purchase common stock (right to buy)	(4)	05/11/2018	Common Stock	60,000	$30.19	D

Explanation of Responses:

1. These securities are held by CG Kash Holding, LLC, a Delaware limited liability company of which the reporting person is the manager and sole voting member, for the benefit of the reporting person and a family trust. The reporting person disclaims beneficial ownership of the securities held by this limited liability company except to the extent of his pecuniary interest therein.

2. Represents options to purchase shares of common stock of the Issuer, of which 32,812 are vested. An additional 16,406 and 8,203 will vest on December 31, 2012 and 2013, respectively. The remaining 8,203 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2012, or otherwise, on December 31, 2014.

3. Represents options to purchase shares of common stock of the Issuer, of which 5,469 are vested. An additional 2,734 and 1,367 will vest on December 31, 2012 and 2013, respectively. The remaining 1,367 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2012, or otherwise, on December 31, 2014

4. Represents options to purchase shares of common stock of the Issuer, which will vest in four equal annual installments beginning on May 11, 2012.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	/s/ Harris Black, authorized signatory	01/11/2012
	** 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 5 (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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