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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Thomas H. Lee Advisors (Alternative) VI, Ltd. (Last) (First) (Middle) C/O INTERTRUST CORP. SVCES (CAYMAN) LTD. 190 ELGIN AVENUE (Street) GEORGETOWN, GRAND CAYMAN E9 KY1-9005 (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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/06/2014		S		4,027,248	D	$47.08(6)	10,332,410	I	See Footnotes(2)(1)(5)
Common Stock	06/06/2014		S		1,264,234	D	$47.08(6)	3,243,547	I	See Footnotes(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* Thomas H. Lee Advisors (Alternative) VI, Ltd. (Last) (First) (Middle) C/O INTERTRUST CORP. SVCES (CAYMAN) LTD. 190 ELGIN AVENUE (Street) GEORGETOWN, GRAND CAYMAN E9 KY1-9005 (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* THOMAS H LEE ALTERNATIVE CAYMAN FUND V LP (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES (CAYMA 190 ELGIN AVENUE (Street) GEORGETOWN E9 KY1-9005 (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* LEE THOMAS H INVESTORS LP (Last) (First) (Middle) C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR (Street) BOSTON MA 02110 (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* THL Coinvestment Partners, L.P. (Last) (First) (Middle) 100 FEDERAL STREET C/O THOMAS H. LEE PARTNERS, L.P. (Street) BOSTON MA 02110 (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* Putnam Investment Holdings, LLC (Last) (First) (Middle) C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR (Street) BOSTON MA 02110 (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* Putnam Investments Employees Securities CO I LLC (Last) (First) (Middle) C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR (Street) BOSTON MA 02110 (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* Putnam Investments Employees Securities CO II LLC (Last) (First) (Middle) C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR (Street) BOSTON MA 02110 (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* Putnam Investments Employees' Securities Co III LLC (Last) (First) (Middle) C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR (Street) BOSTON MA 02110 (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. Represents shares of the Issuer held through Valcon Acquisition Holding (Luxembourg) S.a r.l., a private limited company incorporated under the laws of Luxembourg ("Luxco") sold by the following entities: 1,575,685 shares sold by Thomas H. Lee (Alternative) Fund VI, L.P. ("Alternative Fund VI"); 1,066,969 shares sold by Thomas H. Lee (Alternative) Parallel Fund VI, L.P. ("Alternative Parallel VI"); 186,379 shares sold by Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. ("Alternative DT VI"); 1,092,200 shares sold by THL Equity Fund VI Investors (VNU), L.P.; 11,409 shares sold by THL Equity Fund VI Investors (VNU) II, L.P.; 16,774 shares sold by THL Equity Fund VI Investors (VNU) III, L.P.; 58,861 shares sold by THL Equity Fund VI Investors (VNU) IV, LLC; 2,891 shares sold by THL Coinvestment Partners, L.P.; 8,042 shares sold by Putnam Investments Holdings, LLC; and 8,038 shares sold by Putnam Investments Employees' Securities Company III LLC.

2. (Continuation of Footnote 1) - The reporting person is the general partner of THL Advisors (Alternative) VI, L.P. ("Advisors VI"), which in turn is the general partner of each of Alternative Fund VI, Alternative Parallel VI, Alternative DT VI, THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P. and THL Equity Fund VI Investors (VNU) III, L.P. and the managing member of THL Equity Fund VI Investors (VNU) IV, LLC. THL Coinvestment Partners, L.P., Putnam Investments Holdings, LLC and Putnam Investments Employees' Securities Company III LLC are each contractually obligated to coinvest (and dispose of securities) alongside Alternative Fund VI on a pro rata basis.

3. Represents shares of the Issuer held through Valcon Acquisition Holding (Luxembourg) S.a r.l., a private limited company incorporated under the laws of Luxembourg ("Luxco") sold by the following entities: 962,565 shares sold by Thomas H. Lee (Alternative) Fund V, L.P. ("Alternative Fund V"); 249,747 shares sold by Thomas H. Lee (Alternative) Parallel Fund V, L.P. ("Alternative Parallel V"); 13,263 shares sold by Thomas H. Lee (Alternative) Cayman Fund V, L.P. ("Alternative Cayman V"); 18,655 shares sold by Thomas H. Lee Investors Limited Partnership; 7,620 shares sold by Putnam Investment Holdings, LLC;6,543 shares sold by Putnam Investments Employees' Securities Company I LLC; and 5,841 shares sold by Putnam Investments Employees' Securities Company II LLC.

4. (Continuation of Footnote 3) - Thomas H. Lee Advisors (Alternative) V Limited LDC ("LDC") is the general partner of THL Advisors (Alternative) V, L.P. ("Advisors V"), which in turn is the general partner of each of Alternative Fund V, Alternative Parallel V, and Alternative Cayman V. THL Coinvestment Partners, L.P, Thomas H. Lee Investors Limited Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees' Securities Company I LLC and Putnam Investments Employees' Securities Company II LLC are each contractually obligated to coinvest (and dispose of securities) alongside Alternative Fund V on a pro rata basis. Therefore, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of these entities.

5. The reporting person disclaims beneficial ownership of all such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

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

Remarks:

Exhibit 99.1 (Joint Filer Information) incorporated herein by reference. Due to the technical limitation of the number of reporting persons included in each Form 4 filling, this filling is being conducted in two parts. This is part 2 of 2.

	/s/ Thomas H. Lee Advisors (Alternative) VI, Ltd. By: Charles P. Holden, Managing Director	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.