0001209191-22-053612.txt : 20221013
0001209191-22-053612.hdr.sgml : 20221013
20221013190206
ACCESSION NUMBER: 0001209191-22-053612
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221011
FILED AS OF DATE: 20221013
DATE AS OF CHANGE: 20221013
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lovett Laurie
CENTRAL INDEX KEY: 0001799705
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35042
FILM NUMBER: 221309957
MAIL ADDRESS:
STREET 1: 675 6TH AVENUE
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10011
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nielsen Holdings plc
CENTRAL INDEX KEY: 0001492633
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 980662038
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 675 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10010
BUSINESS PHONE: (410) 717-7134
MAIL ADDRESS:
STREET 1: 675 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10010
FORMER COMPANY:
FORMER CONFORMED NAME: Nielsen N.V.
DATE OF NAME CHANGE: 20140506
FORMER COMPANY:
FORMER CONFORMED NAME: Nielsen Holdings N.V.
DATE OF NAME CHANGE: 20110124
FORMER COMPANY:
FORMER CONFORMED NAME: Nielsen Holdings B.V.
DATE OF NAME CHANGE: 20100524
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-10-11
1
0001492633
Nielsen Holdings plc
NLSN
0001799705
Lovett Laurie
C/O NIELSEN HOLDINGS PLC
675 AVENUE OF THE AMERICAS
NEW YORK
NY
10010
0
1
0
0
Chief Human Resources Officer
Common Stock
2022-10-11
4
A
0
77103
0.00
A
144042.24
D
Common Stock
2022-10-11
4
D
0
144042.24
28.00
D
0
D
Options to Purchase Common Stock
26.06
2022-10-11
4
D
0
195059
0.00
D
2025-03-11
Common Stock
195059
0
D
Represents performance-based restricted stock unit awards ("PRSU Awards") of Nielsen Holdings plc (the "Issuer") that vested immediately prior to the Effective Time (as defined below) based on target (100%) performance.
Reflects disposition in connection with the completion of the transactions contemplated by the Transaction Agreement, dated as of March 28, 2022, as amended on August 19, 2022 (the "Transaction Agreement"), by and among the Issuer, Neptune Intermediate Jersey Limited and Neptune Bidco US Inc. ("Purchaser"). On October 11, 2022, at the Effective Time (as defined in the Transaction Agreement), each share of common stock of the Issuer was acquired by the Purchaser in consideration of a payment of $28.00 in cash per share (the "Offer Consideration"), subject to required withholding taxes.
Pursuant to the Transaction Agreement, at the Effective Time, each time-based restricted stock unit award ("RSU Award") and PRSU Award was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock subject to such RSU Award or PRSU Award as of immediately prior to the Effective Time and (ii) the Offer Consideration.
Pursuant to the Transaction Agreement, at the Effective Time, each outstanding option to purchase common stock of the Issuer, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock subject to such option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Offer Consideration over the exercise price per share subject to such option as of the Effective Time.
These options to purchase shares of common stock were subject to both performance and time vesting requirements. The performance vesting requirement would have been satisfied upon the Issuer's common stock achieving a closing market price per share of at least $35.18 for a period of at least 21 consecutive trading days before March 11, 2025. The time vesting requirement would have been satisfied on March 11, 2025.
/s/ Jennifer Meschewski, Authorized Signatory
2022-10-13