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*
Prince Edward M Jr.

(Last) (First) (Middle)
21575 RIDGETOP CIRCLE

(Street)
STERLING VA 20166

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEUSTAR INC [ NSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Information Services
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2014
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
Class A Common Stock 08/27/2014 M 722 A $0.00 3,163(1) D
Class A Common Stock 08/27/2014 F 272 D $28.96(2) 2,891(1) 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
Restricted Stock Units $0.00 08/27/2014 M 722 (3) (4) Class A Common Stock 722 $0.00 1,446 D
Explanation of Responses:
1. Includes shares that are subject to a Restricted Stock Unit Award Agreement under the Amended and Restated NeuStar Inc. 2009 Stock Incentive Plan.
2. The price is equal to the closing price of the Class A Common Stock on August 27, 2014.
3. These shares were awarded pursuant to a Restricted Stock Unit Award Agreement under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan and represent the second tranche of the restricted stock units granted under the Agreement. These shares vested on August 27, 2014 and the remaining tranches will vest on August 27, 2015 and August 27, 2016, respectively, in two equal annual installments.
4. Subject to certain exceptions related to a Change of Control (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan), any unvested restricted stock units shall be forfeited if the Reporting Person experiences a Termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan).
Remarks:
/s/ Paul S. Lalljie, by Power of Attorney 08/29/2014
** 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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