Sec Form 4 Filing - BRESSLER RICHARD J @ 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 BRESSLER RICHARD J 2. Issuer Name and Ticker or Trading Symbol Nielsen Holdings N.V. [ 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 THOMAS H. LEE PARTNERS, L.P., 100 FEDERAL STREET, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2013 (Street) BOSTON, MA02110 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 11/26/2013 S 6,198,311 D $ 39.09 ( 6 ) 25,065,750 I See Note ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 BRESSLER RICHARD J C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA02110 X Signatures /s/ Richard J. Bressler 11/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer held through Valcon Acquisition Holding (Luxembourg) S.a.r.l., a private limited company formed under the laws of Luxembourg, by each of Thomas H. Lee (Alternative) Fund VI, L.P. ("Alternative Fund VI"), Thomas H. Lee (Alternative) Parallel Fund VI, L.P. ("Alternative Parallel VI"), Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. ("Alternative DT VI"), THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P., THL Equity Fund VI Investors (VNU) III, L.P., THL Equity Fund VI Investors (VNU) IV, LLC, Thomas H. Lee (Alternative) Fund V, L.P. ("Alternative Fund V"), Thomas H. Lee (Alternative) Parallel Fund V, L.P. ("Alternative Parallel V"), Thomas H. Lee (Alternative) Cayman Fund V, L.P. ("Alternative Cayman V"), THL Coinvestment Partners, L.P., Thomas H. Lee Investors Limited Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees' Securities Company I LLC, ( 2 )Putnam Investments Employees' Securities Company II LLC and Putnam Investments Employees' Securities Company III LLC. Thomas H. Lee Advisors (Alternative) VI, Ltd. ("Advisors VI Ltd.") is the general partner of THL Advisors (Alternative) VI, L.P. ("Advisors VI"), which in turn is the general partner of each of Alternative Fund VI, Alternative Parallel VI, Alternative DT VI, THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P. and THL Equity Fund VI Investors (VNU) III, L.P. and the managing member of THL Equity Fund VI Investors (VNU) IV, LLC. ( 3 )Thomas H. Lee Advisors (Alternative) V Limited LDC ("LDC") is the general partner of THL Advisors (Alternative) V, L.P. ("Advisors V"), which in turn is the general partner of each of Alternative Fund V, Alternative Parallel V, and Alternative Cayman V. THL Coinvestment Partners, L.P. and Thomas H. Lee Investors Limited Partnership are affiliates of Thomas H. Lee Partners, L.P. that co-invest alongside Alternative Fund VI and Alternative Fund V. Putnam Investments Holdings, LLC, Putnam Investments Employees' Securities Company I LLC, Putnam Investments Employees' Securities Company II LLC and Putnam Investments Employees' Securities Company III LLC are each contractually obligated to coinvest alongside either Alternative Fund VI or Alternative Fund V and therefore Advisors VI and LDC may be deemed to have shared voting and investment power over the shares held by these entities. ( 4 )The reporting person is a managing director of Thomas H. Lee Partners, L.P. By virtue of the relationships described above, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of these entities. The reporting person disclaims beneficial ownership of such shares, expect to the extent of any pecuniary interest therein. ( 5 )The reporting person disclaims beneficial ownership of all such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. ( 6 )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.

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