Sec Form 4 Filing - Habib Mitchell @ Nielsen Holdings N.V. - 2013-06-03

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 Habib Mitchell 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Global Business Services (Last) (First) (Middle) 770 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2013 (Street) NEW YORK, NY10003 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 06/03/2013 M 20,039 A $ 16 53,858.24 D Common Stock 06/03/2013 S( 1 ) 20,039 D $ 33.73 ( 2 ) 33,819.24 D Common Stock 82,000 I See Footnote ( 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 Options to purchase Common Stock $ 16 06/03/2013 M 20,039 ( 4 ) 03/21/2017 Common Stock 20,039 $ 0 40,078 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Habib Mitchell 770 BROADWAY NEW YORK, NY10003 EVP, Global Business Services Signatures /s/ Harris Black, Authorized Signatory 06/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $33.62 to $33.87, inclusive. The reporting person understakes 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 )These shares of common stock are held through a limited liability company of which the Reporting Person is a manager. ( 4 )Represents options to purchase shares of common stock of the Issuer, of which 10,547 vested on the grant date (December 31, 2006) and 40,078 vested on each of December 31, 2007, 2009 and 2012. An additional 40,078 options will vest on December 31, 2013.

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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