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