Sec Form 4 Filing - Thomas H. Lee Advisors (Alternative) VI, Ltd. @ Nielsen Holdings N.V. - 2013-02-21

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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
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 INTERTRUSTCORPORATE SERVICES (CAYMAN, 190 ELGIN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2013
(Street)
GEORGE TOWN, 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 02/21/2013 S 6,416,193 ( 4 ) D $ 31.5735 ( 4 ) 30,121,888 I See Footnotes ( 1 ) ( 3 )
Common Stock 02/21/2013 S 2,014,171 D $ 31.5735 ( 4 ) 9,455,860 I See Footnotes ( 2 ) ( 3 )
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 INTERTRUSTCORPORATE SERVICES (CAYMAN
190 ELGIN AVENUE
GEORGE TOWN, 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 CAYMAN FUND V LP
C/O WALKERS, WALKER HOUSE
87 MARY STREET
BOSTON, MA02110
X
LEE THOMAS H INVESTORS LP
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET, 35TH FLOOR
BOSTON, MA02110
X
Signatures
/s/ Charles P. Holden, Treasurer of Thomas H. Lee Advisors (Alternative) VI, Ltd. 02/25/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Due to the limitation of the amount of characters that can be used, please see Item 1 of Exhibit 99.2 - Explanation of Responses.
( 2 )Due to the limitation of the amount of characters that can be used, please see Item 2 of Exhibit 99.2 - Explanation of Responses.
( 3 )Due to the limitation of the amount of characters that can be used, please see Item 3 of Exhibit 99.2 - Explanation of Responses.
( 4 )Due to the limitation of the amount of characters that can be used, please see Item 4 of Exhibit 99.2 - Explanation of Responses.

Remarks:
Due to the technical limitation of ten Reporting Persons that can be included in each Section 16 filing, this Form 4 is being filed in two parts. This is part 1 of 2.See Exhibit 99.1 - Joint Filer Information and Exhibit 99.2 - Explanation of Responses

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