Sec Form 4 Filing - LOWEN MARTIN @ NEUSTAR INC - 2011-02-22

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 LOWEN MARTIN 2. Issuer Name and Ticker or Trading Symbol NEUSTAR INC [ NSR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP, Gen. Counsel and Sec. (Last) (First) (Middle) 46000 CENTER OAK PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2011 (Street) STERLING, VA20166 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 Class A Common Stock 02/22/2011 A 5,500 ( 1 ) A $ 0 25,680 ( 2 ) D Class A Common Stock 02/23/2011 F 474 A $ 25.61 ( 3 ) 25,206 ( 2 ) D

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 Performance Share Units $ 0 ( 4 ) 02/22/2011 A 5,500 01/01/2014 ( 5 ) Class A Common Stock ( 4 ) $ 0 5,500 D Employee Stock Options $ 26.45 02/22/2011 A 35,200 ( 6 ) 02/22/2018 Class A Common Stock 35,200 $ 0 35,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LOWEN MARTIN 46000 CENTER OAK PLAZA STERLING, VA20166 Sr. VP, Gen. Counsel and Sec. Signatures /s/ Martin K. Lowen 02/24/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares acquired were awarded pursuant to a restricted stock agreement under the NeuStar, Inc. 2009 Stock Incentive Plan. Twenty-five percent of the shares vest on each of February 22, 2012, 2013, 2014 and 2015. ( 2 )Includes shares that are subject to restricted stock agreements under the NeuStar, Inc. 2005 Stock Incentive Plan and the NeuStar, Inc. 2009 Stock Incentive Plan. ( 3 )The price is equal to the closing price of the Class A Common Stock on the date of vesting, which was February 23, 2011. ( 4 )Upon vesting, the Reporting Person will be entitled to receive shares of Class A Common Stock, the amount of which is based on, and subject to, the achievement of certain revenue and EBITDA goals set forth in the Performance Award Agreement. The number of shares of Class A Common Stock, together with Dividend Equivalents (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan) on such performance share units, that the Reporting Person will be entitled to receive will range from 0% to 150% of the number of shares of performance share units granted. ( 5 )The performance share units terminate if the Reporting Person experiences a Termination (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan) before January 1, 2014. ( 6 )Twenty-five percent of the options vest on February 22, 2012, after which the remaining options vest in thirty-six monthly installments.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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