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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/25/2011 |
3. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings N.V. [ NLSN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 93,750 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Options to purchase common stock (right to buy) | (1) | 02/02/2017 | Common Stock | 140,625 | $16 | D | |
Options to purchase common stock (right to buy) | (2) | 02/02/2017 | Common Stock | 113,906 | $16 | D | |
Options to purchase common stock (right to buy) | (1) | 02/02/2017 | Common Stock | 23,438 | $32 | D | |
Options to purchase common stock (right to buy) | (3) | 02/02/2017 | Common Stock | 18,984 | $32 | D | |
Options to purchase common stock (right to buy) | (4) | 03/18/2020 | Common Stock | 62,500 | $18.4 | D |
Explanation of Responses: |
1. Represents options to purchase shares of common stock of the Issuer, of which 81% are vested and the remaining 19% will vest on December 31, 2011. |
2. Represents options to purchase shares of common stock of the Issuer, of which 7,031 vested on the grant date (December 31, 2006), 26,719 vested on December 31, 2007 and 26,719 vested on December 31, 2009. An additional 26,719 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 26,718 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013. |
3. Represents options to purchase shares of common stock, of which 1,172 vested on the grant date (December 31, 2006), 4,453 vested on December 31, 2007 and 4,453 vested on December 31, 2009. An additional 4,453 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 4,453 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013. |
4. Represents options to purchase shares of common stock of the Issuer, which vest in three equal installments on March 18, 2011, 2012 and 2013. |
Remarks: |
Exhibit List: Exhibit 24 - Confirming Statement |
/s/ Harris Black, authorized signatory | 01/25/2011 | |
** 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. |