Sec Form 4 Filing - Thomas H. Lee Advisors (Alternative) VI, Ltd. @ Nielsen Holdings N.V. - 2013-11-26

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Thomas H. Lee Advisors (Alternative) VI, Ltd. 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) (Last) (First) (Middle) C/O INTERTRUST CORP. SVCES (CAYMAN) LTD., 190 ELGIN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2013 (Street) GEORGETOWN, GRAND CAYMAN, E9KY1-9005 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 11/26/2013 S 4,717,419 D $ 39.09 ( 6 ) 19,077,077 I See Footnotes ( 2 ) ( 1 ) ( 5 ) Common Stock 11/26/2013 S 1,480,892 D $ 39.09 ( 6 ) 5,988,673 I See Footnotes ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas H. Lee Advisors (Alternative) VI, Ltd. C/O INTERTRUST CORP. SVCES (CAYMAN) LTD. 190 ELGIN AVENUE GEORGETOWN, GRAND CAYMAN, E9KY1-9005 X Thomas H. Lee (Alternative) Parallel Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X THL Equity Fund VI Investors (VNU), LLC C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X THL Equity Fund VI Investors (VNU) II, LLC C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X THL Equity Fund VI Investors (VNU) III, LLC C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X THL Equity Fund VI Investors (VNU) IV, LLC C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X THOMAS H LEE ALTERNATIVE FUND V LP C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X Thomas H. Lee (Alternative) Parallel Fund V, L.P. C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X THOMAS H LEE ALTERNATIVE CAYMAN FUND V LP C/O WALKERS, WALKER HOUSE 87 MARY STREET BOSTON, MA02110 X Signatures /s/ Thomas H. Lee Advisors (Alternative) VI, Ltd. By: Charles P. Holden, Managing Director 11/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer held through Valcon Acquisition Holding (Luxembourg) S.a r.l., a private limited company incorporated under the laws of Luxembourg ("Luxco") sold by the following entities: 1,845,719 shares sold by Thomas H. Lee (Alternative) Fund VI, L.P. ("Alternative Fund VI"); 1,249,822 shares sold by Thomas H. Lee (Alternative) Parallel Fund VI, L.P. ("Alternative Parallel VI"); 218,319 shares sold by Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. ("Alternative DT VI"); 1,279,376 shares sold by THL Equity Fund VI Investors (VNU), L.P.; 13,364 shares sold by THL Equity Fund VI Investors (VNU) II, L.P.; 19,649 shares sold by THL Equity Fund VI Investors (VNU) III, L.P.; 68,948 shares sold by THL Equity Fund VI Investors (VNU) IV, LLC; 3,386 shares sold by THL Coinvestment Partners, L.P.; 9,420 shares sold by Putnam Investments Holdings, LLC; and 9,416 shares sold by Putnam Investments Employees' Securities Company III LLC. ( 2 )The reporting person is the general partner of THL Advisors (Alternative) VI, L.P. ("Advisors VI"), which in turn is the general partner of each of Alternative Fund VI, Alternative Parallel VI, Alternative DT VI, THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P. and THL Equity Fund VI Investors (VNU) III, L.P. and the managing member of THL Equity Fund VI Investors (VNU) IV, LLC. THL Coinvestment Partners, L.P., Putnam Investments Holdings, LLC and Putnam Investments Employees' Securities Company III LLC are each contractually obligated to coinvest (and dispose of securities) alongside Alternative Fund VI on a pro rata basis. ( 3 )Represents shares of the Issuer held through Valcon Acquisition Holding (Luxembourg) S.a r.l., a private limited company incorporated under the laws of Luxembourg ("Luxco") sold by the following entities: 1,127,525 shares sold by Thomas H. Lee (Alternative) Fund V, L.P. ("Alternative Fund V"); 292,547 shares sold by Thomas H. Lee (Alternative) Parallel Fund V, L.P. ("Alternative Parallel V"); 15,536 shares sold by Thomas H. Lee (Alternative) Cayman Fund V, L.P. ("Alternative Cayman V"); 21,852 shares sold by Thomas H. Lee Investors Limited Partnership; 8,926 shares sold by Putnam Investment Holdings, LLC;7,664 shares sold by Putnam Investments Employees' Securities Company I LLC; and 6,842 shares sold by Putnam Investments Employees' Securities Company II LLC. ( 4 )Thomas H. Lee Advisors (Alternative) V Limited LDC ("LDC") is the general partner of THL Advisors (Alternative) V, L.P. ("Advisors V"), which in turn is the general partner of each of Alternative Fund V, Alternative Parallel V, and Alternative Cayman V. THL Coinvestment Partners, L.P, Thomas H. Lee Investors Limited Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees' Securities Company I LLC and Putnam Investments Employees' Securities Company II LLC are each contractually obligated to coinvest (and dispose of securities) alongside Alternative Fund V on a pro rata basis. Therefore, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of these entities. ( 5 )The reporting person disclaims beneficial ownership of all such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. ( 6 )This amount represents the $39.30 secondary public offering price per share of the Issuer's common stock less the underwriting discount of $0.21 per share.

Remarks: Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.'Due to the technical limitation of the number of reporting persons included in each Form 4 filling, this filling is being conducted in two parts.This is part one of two parts.'

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).

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