X0306 4 2017-02-24 0 0001492633 Nielsen Holdings plc NLSN 0001233152 CALHOUN DAVID L C/O NIELSEN HOLDINGS PLC 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 Common Stock 2017-02-24 4 S 0 111425 45.07 D 525496.171 D Common Stock 2017-02-27 4 S 0 18575 44.79 D 506921.171 D Common Stock 2017-02-27 4 S 0 100000 44.79 D 0 I By Trusts The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $44.95 to $45.195, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $44.64 to $45.315, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $44.63 to $45.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The securities are held by various trusts for the benefit of the reporting person and his family members as to which the reporting person or his wife is the trustee. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein. /s/ Emily Epstein, Authorized Signatory 2017-02-28