SEC Info - Lee Thomas H Equity Cayman Fund V LP, et al. - ‘4’ for 3/26/12 re: Nielsen Holdings plc

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thomas H. Lee Advisors (Alternative) VI, Ltd.

(Last)

(First)

(Middle)

C/O WALKERS, WALKER HOUSE

87 MARY STREET

(Street)

GEORGETOWN

KY1-9001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings N.V. [ NLSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
3/26/12

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/26/12		S		6,036,043	D	$29.116 ⁽⁴⁾	36,538,081	I	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	3/26/12		S		1,894,835	D	$29.116 ⁽⁴⁾	11,470,031	I	See Footnotes ⁽²⁾ ⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Thomas H. Lee Advisors (Alternative) VI, Ltd.

(Last)

(First)

(Middle)

C/O WALKERS, WALKER HOUSE

87 MARY STREET

(Street)

GEORGETOWN

KY1-9001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thomas H. Lee (Alternative) Parallel Fund V, L.P.

(Last)

(First)

(Middle)

C/O THOMAS H.LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEE THOMAS H EQUITY CAYMAN FUND V LP

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Putnam Investments Employees' Securities Co III LLC

(Last)

(First)

(Middle)

C/O THOMAS H.LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Equity Fund VI Investors (VNU), LLC

(Last)

(First)

(Middle)

C/O THOMAS H.LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Equity Fund VI Investors (VNU) II, LLC

(Last)

(First)

(Middle)

C/O THOMAS H.LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Equity Fund VI Investors (VNU) III, LLC

(Last)

(First)

(Middle)

C/O THOMAS H.LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Equity Fund VI Investors (VNU) IV, LLC

(Last)

(First)

(Middle)

C/O THOMAS H.LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Coinvestment Partners, L.P.

(Last)

(First)

(Middle)

100 FEDERAL STREET

C/O THOMAS H. LEE PARTNERS, L.P.

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Explanation of Responses:

(1) Due to the limitation of the amount of characters that can be used, please see Item 1 of Exhibit 99.2 - Explanation of Responses.

(2) Due to the limitation of the amount of characters that can be used, please see Item 2 of Exhibit 99.2 - Explanation of Responses.

(3) Due to the limitation of the amount of characters that can be used, please see Item 3 of Exhibit 99.2 - Explanation of Responses.

(4) Due to the limitation of the amount of characters that can be used, please see Item 4 of Exhibit 99.2 - Explanation of Responses.

Remarks:

Due to the technical limitation of ten Reporting Persons that be included in each Section 16 filing, this Form 4 is being filed in two parts. This is part 2 of 2. See Exhibit 99.1 - Joint Filer Information and Exhibit 99.2 - Explanation of Responses

	/s/ Charles P. Holden, Treasurer of Thomas H. Lee Advisors (Alternative) VI, Ltd.	3/26/12
	** 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 4 (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.

____________ Transaction Code:
S	Open market or private sale of non-derivative or derivative security.

Lee Thomas H Equity Cayman Fund V LP, et al. – ‘4’ for 3/26/12 re: Nielsen Holdings plc

On: Wednesday, 3/28/12, at 2:53pm ET · For: 3/26/12 · As: 10% Owner · Accession #: 1140361-12-17839 · File #: 1-35042

Previous ‘4’: ‘4’ on 12/12/11 for 12/9/11 · Next: ‘4’ on 4/6/12 for 4/4/12 · Latest: ‘4’ on 8/17/12 for 8/15/12

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — doc1.xml/3.5

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Lee Thomas H Equity Cayman Fund V LP, et al. – ‘4’ for 3/26/12 re: Nielsen Holdings plc

On: Wednesday, 3/28/12, at 2:53pm ET · For: 3/26/12 · As: 10% Owner · Accession #: 1140361-12-17839 · File #: 1-35042

Previous ‘4’: ‘4’ on 12/12/11 for 12/9/11 · Next: ‘4’ on 4/6/12 for 4/4/12 · Latest: ‘4’ on 8/17/12 for 8/15/12

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — doc1.xml/3.5

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents