X0306 4 2016-02-29 0 0001265888 NEUSTAR INC NSR 0001196633 KENNEDY LEONARD J 21575 RIDGETOP CIRCLE STERLING VA 20166 0 1 0 0 SVP, General Counsel & Sec Class A Common Stock 2016-02-29 2016-02-29 4 M 0 17412 0.00 A 35349 D Class A Common Stock 2016-02-29 2016-02-29 4 F 0 6297 24.87 D 29052 D Class A Common Stock 2016-02-29 2016-02-29 4 M 0 17247 0.00 A 46299 D Class A Common Stock 2016-03-01 2016-03-01 4 M 0 3293 0.00 A 49592 D Class A Common Stock 2016-03-01 2016-03-01 4 F 0 1172 25.43 D 48420 D Performance Stock Units 0.00 2016-02-29 2016-02-29 4 M 0 17412 0.00 D Class A Common Stock 17412 0 D Performance Stock Units 0.00 2016-02-29 2016-02-29 4 M 0 17247 0.00 D Class A Common Stock 17247 0 D Restricted Stock Units 0.00 2016-03-01 2016-03-01 4 M 0 3293 0.00 D Class A Common Stock 3293 6587 D The price is equal to the closing price of the Class A Common Stock on February 29, 2016. The shares are subject to vesting based on continued employment through March 1, 2018. Includes shares that are subject to a performance-vested restricted unit agreement under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan. The price is equal to the closing price of the Class A Common Stock on March 1, 2016. The shares represent the third tranche of the performance-vested restricted stock units granted on June 19, 2013. In accordance with the Performance-Vested Restricted Stock Unit Agreement, each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to,the achievement of certain revenue and adjusted net income goals for the 2015 fiscal year. The number of shares of Class A Common Stock, together with Dividend Equivalents (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of performance stock units granted. Immediately. If the Reporting Person experiences a Termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan) other than "for cause" or "without good reason", these performance stock units, and any other performance stock units earned by the Reporting Person as a result of the achievement of performance goals which have not yet vested as of the date of Termination but would have vested at any time during the twelve (12) months following such Termination, shall immediately vest, and any remaining portion of any unvested award shall be immediately forfeited. The shares represent the first tranche of the performance-vested restricted stock units granted on April 13, 2015 and remain subject to vesting based on continued employment through March 1, 2018. Each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to, the achievement of certain revenue and adjusted net income goals set forth in the Performance-Vested Restricted Stock Unit Agreement. The number of shares of Class A Common Stock, together with the Dividend Equivalents (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of shares of performance stock units granted. One-third of the restricted stock units vest on each of March 1, 2016, 2017 and 2018. Upon the Reporting Person's termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan (the "Plan")), including by reason of death or Disability (as defined in the Plan), other than by the Issuer for Cause (as defined in the Plan) or by the Reporting Person without Good Reason (as defined in the Restricted Stock Unit Agreement, any unvested restricted stock units that would have vested during the 12 months after such separation from NeuStar, Inc. shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation. /s/ Paul S. Lalljie, by Power of Attorney 2016-03-02