Sec Form 4 Filing - CP IV GP, 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 CP IV GP, 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 CORPORATE SERVICES, 190 ELGIN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2013 (Street) GEORGE TOWN, GRAND CAYMAN, KY1-9005 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 6,104,832.45 ( 1 ) D $ 39.09 ( 2 ) 24,687,721.15 ( 1 ) ( 3 ) I See footnotes ( 4 )

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 CP IV GP, Ltd. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMANKY1-9005 X TC Group IV Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMANKY1-9005 X Carlyle Partners IV Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMANKY1-9005 X CP IV Coinvestment Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMANKY1-9005 X CEP II Managing GP Holdings, Ltd. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMANKY1-9005 X CEP II Managing GP, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC20004 X CARLYLE EUROPE PARTNERS II LP C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC20004 X CEP II Participations SARL SICAR C/O THE CARLYLE GROUP 2, AVENUE CHARLES DE GAULLE LUXEMBOURGL-1653 X Signatures CP IV GP, LTD.By: /s/ Jeremy W. Anderson, attorney-in-fact 11/27/2013 Signature of Reporting Person Date TC GROUP IV CAYMAN, L.P.By: /s/ Jeremy W. Anderson, Authorized Person 11/27/2013 Signature of Reporting Person Date CARLYLE PARTNERS IV CAYMAN, L.P.By: TC Group IV Cayman, L.P., its general partnerBy: /s/ Jeremy W. Anderson, Authorized Person 11/27/2013 Signature of Reporting Person Date CP IV COINVESTMENT CAYMAN, L.P.By: TC Group IV Cayman, L.P., its general partnerBy: /s/ Jeremy W. Anderson, Authorized Person 11/27/2013 Signature of Reporting Person Date CEP II MANAGING GP HOLDINGS, LTD.By: /s/ Jeremy W. Anderson, Authorized Person 11/27/2013 Signature of Reporting Person Date CEP II MANAGING GP, L.P. By CEP II Managing GP Holdings, Ltd., By TC Group Cayman Investment Holdings Sub L.P., By TC Group Cayman Investment Holdings, L.P., By Carlyle Holdings II L.P., By /s/ Jeremy W. Anderson, attorney-in-fact for Daniel A. D?Aniello 11/27/2013 Signature of Reporting Person Date CARLYLE EUROPE PARTNERS II, L.P. , By /s/ Jeremy W. Anderson, attorney-in-fact for Daniel A. D?Aniello, Chairman of Carlyle Holdings II L.P. 11/27/2013 Signature of Reporting Person Date CEP II PARTICIPATIONS S.A R.L. SICAR, By /s/ Jeremy W. Anderson, attorney-in-fact for Daniel A. D?Aniello, Chairman of Carlyle Holdings II L.P. 11/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent shares of common stock that were sold or are held by Valcon Acquisition Holding (Luxembourg) S.a r.l. ("Luxco"). ( 2 )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. ( 3 )Includes 19,458,085.25 securities attributable to Carlyle Partners IV Cayman, L.P. ("CP IV"), 785,844.61 securities attributable to CP IV Coinvestment Cayman, L.P. ("CP IV Coinvest") and 4,443,791.28 securities attributable to CEP II Participations S.a r.l. SICAR ("CEP II P"), each through its ownership of securities of Luxco. ( 4 )Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P. The general partner of each of CP IV and CP IV Coinvest is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman Investment Holdings Sub L.P. CEP II P's sole shareholder is Carlyle Europe Partners II, L.P., whose general partner is CEP II Managing GP, L.P., whose general partner is CEP II Managing GP Holdings, Ltd., whose sole shareholder is TC Group Cayman Investment Holdings Sub L.P.

Remarks: Due to the limitations of the electronic filing system, Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings IIGP L.L.C., Carlyle Holdings II L.P., TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. arefiling a separate Form 4.

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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