Sec Form 4 Filing - Berry Alex @ NEUSTAR INC - 2012-02-29

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
Berry Alex
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)
SVP, Enterprise Services
(Last) (First) (Middle)
21575 RIDGETOP CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2012
(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 03/01/2012 M 2,084 A $ 21.06 16,621 ( 1 ) D
Class A Common Stock 03/01/2012 M 1,530 A $ 15.39 18,151 D
Class A Common Stock 03/01/2012 M 1,154 A $ 22.82 19,305 D
Class A Common Stock 03/01/2012 M 6,600 A $ 26.45 25,905 D
Class A Common Stock 03/01/2012 S 11,425 D $ 34.77 ( 2 ) 13,772 ( 1 ) 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
Restricted Stock Units $ 0 02/29/2012 A 14,200 ( 3 ) ( 4 ) Class A Common Stock 14,200 $ 0 14,200 D
Employee Stock Options $ 21.06 03/01/2012 M 2,084 ( 5 ) 09/11/2015 Class A Common Stock 2,084 $ 0 5,198 D
Employee Stock Options $ 15.39 03/01/2012 M 1,530 ( 5 )( 6 ) 02/23/2016 Class A Common Stock 1,530 $ 0 9,165 D
Employee Stock Options $ 22.82 03/01/2012 M 1,154 ( 5 )( 7 ) 02/23/2017 Class A Common Stock 1,154 $ 0 13,866 D
Employee Stock Options $ 26.45 03/01/2012 M 6,600 ( 8 ) 02/22/2018 Class A Common Stock 6,600 $ 0 19,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Berry Alex
21575 RIDGETOP CIRCLE
STERLING, VA20166
SVP, Enterprise Services
Signatures
/s/ Paul S Lalljie, by power of attorney 03/02/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )This transaction was executed in multiple trades at prices ranging from $34.65 to $35.05. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 3 )Twenty percent of the restricted stock units vest on each of January 1, 2013, 2014, 2015, 2016 and 2017.
( 4 )Upon the Reporting Person's Termination (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan (the "Plan")), including by reason of death or Disability (as defined in the Plan), other than by the Company for Cause (as defined in the Plan) or by the Reporting Person without Good Reason (as defined in the Restricted Stock Unit Agreement), any unvested restricted stock units that would have vested during the 12 months after such separation from NeuStar, Inc. shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation.
( 5 )2,084 options are immediately exercisable with the remaining options vesting in monthly installments through September 2012.
( 6 )1,530 options are immediately exercisable with the remaining options vesting in monthly installments through February 2013.
( 7 )1,154 options are immediately exercisable with the remaining options vesting in monthly installments through February 2014.
( 8 )6,600 options are immediately exercisable with the remaining options vesting in monthly installments through February 2015.

Remarks:
***All of the sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.***

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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