Sec Form 4 Filing - CALHOUN DAVID L @ Nielsen Holdings plc - 2015-11-25

Insider filing report for Changes in Beneficial Ownership
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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
CALHOUN DAVID L
2. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings plc [ NLSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NIELSEN N.V., 85 BROAD STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2015
(Street)
NEW YORK, NY10004
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 11/25/2015 M 202,908 A $ 16 1,362,549.12 D
Common Stock 11/25/2015 S 100,281 D $ 46.8 ( 1 ) 1,262,268.12 D
Common Stock 11/25/2015 S 102,627 D $ 46.8 ( 2 ) 1,159,641.12 D
Common Stock 11/25/2015 M 106,594 A $ 16 1,266,235.12 D
Common Stock 11/25/2015 S 106,594 D $ 46.8 ( 1 ) 1,159,641.12 D
Common Stock 11/27/2015 M 37,609 A $ 16 1,197,250.12 D
Common Stock 11/27/2015 S 18,904 D $ 46.87 ( 3 ) 1,178,346.12 D
Common Stock 11/27/2015 S 18,705 D $ 46.88 ( 3 ) 1,159,641.12 D
Common Stock 11/27/2015 M 18,817 A $ 16 1,178,458.12 D
Common Stock 11/27/2015 S 18,817 D $ 46.87 ( 3 ) 1,159,641.12 D
Common Stock 99,999 I By Trusts ( 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
Options to Purchase Common Stock (right to buy) $ 16 11/25/2015 M 202,908 ( 5 ) 11/22/2016 Common Stock 202,908 $ 0 251,305 D
Options to Purchase Common Stock (right to buy) $ 16 11/25/2015 M 106,594 ( 6 ) 11/22/2016 Common Stock 106,594 $ 0 252,621 D
Options to Purchase Common Stock (right to buy) $ 16 11/27/2015 M 37,609 ( 5 ) 11/22/2016 Common Stock 37,609 $ 0 213,696 D
Options to Purchase Common Stock (right to buy) $ 16 11/27/2015 M 18,817 ( 6 ) 11/22/2016 Common Stock 18,817 $ 0 233,804 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CALHOUN DAVID L
C/O NIELSEN N.V.
85 BROAD STREET
NEW YORK, NY10004
X
Signatures
/s/ Harris Black, Authorized Signatory 11/30/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.65 to $46.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.64 to $46.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.33 to $47.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 4 )The securities are held by various trusts for the benefit of the reporting person and his family members as to which the reporting person or his wife is the trustee. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein.
( 5 )Represents options to purchase shares of common stock of the Issuer, of which 93,750 vested on December 31, 2006, 356,250 vested on December 31, 2007, 356,250 vested on December 31, 2009, 356,250 vested on December 31, 2012 and 356,200 vested on December 31, 2013.
( 6 )Represents options to purchase shares of common stock of the Issuer, 81% of which vested at the time of the Issuer's initial public offering and 19% which vested on December 31, 2011.

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