SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

LEWIS JOHN JASPER

(Last)

(First)

(Middle)

C/O NIELSEN N.V.

85 BROAD STREET

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/18/2014

3. Issuer Name and Ticker or Trading Symbol
Nielsen 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)
	Global President

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	129,565.4⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options to purchase Common Stock	⁽²⁾	02/02/2017	Common Stock	17,813	$16	D
Options to purchase Common Stock	⁽²⁾	02/02/2017	Common Stock	2,968	$32	D
Options to purchase Common Stock	⁽³⁾	02/02/2017	Common Stock	15,625	$32	D
Options to purchase Common Stock	⁽⁴⁾	09/25/2020	Common Stock	44,000	$36.56	D
Options to purchase Common Stock	⁽⁵⁾	05/11/2018	Common Stock	75,000	$30.19	D
Options to purchase Common Stock	⁽⁶⁾	07/26/2019	Common Stock	80,000	$27.98	D

Explanation of Responses:

1. Includes (a) 4,587.74 restricted shares of the Issuer, of which 2,293.36 vest on February 10, 2015 and 2,294.38 vest on February 10, 2016; (b) 22,000 restricted stock units of the Issuer, which vest on February 28, 2016; (c) 19,600 restricted stock units of the Issuer, which vest on February 28, 2017; (d) 9,130.29 restricted stock units of the Issuer, which vest in four equal annual installments on September 25, 2014, 2015, 2016 and 2017; (e) 7,722.38 restricted stock units of the Issuer, which vest in two equal annual installments on July 26, 2015 and 2016; and (f) 40,807.99 restricted stock units of the Issuer, of which 10,202 vest on July 25, 2015, 15,303.01 vest on July 25, 2016, and 15,302.98 vest on July 25, 2017.

2. These options to purchase shares vest on February 2, 2017.

3. These options to purchase shares are currently vested and are exercisable.

4. These options to purchase shares vest in four equal annual installments on September 25, 2014, 2015, 2016 and 2017.

5. 56,250 of these options to purchase shares are currently vested and are exercisable. The remaining 18,750 of these options to purchase shares vest on May 11, 2015.

6. 40,000 of these options to purchase shares are currently vested and are exercisable. The remaining 40,000 of these options to purchase shares vest in two equal annual installments on July 26, 2015 and 2016.

	/s/ Harris Black, Authorized Signatory	08/21/2014
	** 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 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).
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.