Sec Form 4 Filing - FISHER ITZHAK @ Nielsen N.V. - 2014-06-30

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
FISHER ITZHAK
2. Issuer Name and Ticker or Trading Symbol
Nielsen 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 Product Leadership
(Last) (First) (Middle)
C/O NIELSEN N.V., 85 BROAD STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2014
(Street)
NEW YORK, NY10004
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 06/30/2014 M 15,312 A $ 30.19 119,728.83 D
Common Stock 06/30/2014 S( 1 ) 15,312 D $ 48.43 ( 2 ) 104,416.83 D
Common Stock 06/30/2014 M 11,523 A $ 32 79,523 I See Footnote ( 3 )
Common Stock 06/30/2014 S( 1 ) 11,523 D $ 48.44 68,000 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 $ 32 06/30/2014 M 11,523 ( 4 ) 06/04/2017 Common Stock 11,523 $ 0 2,266 I See Footnote ( 1 )
Options to Purchase Common Stock $ 30.19 06/30/2014 M 15,312 ( 5 ) 05/11/2018 Common Stock 15,312 $ 0 69,376 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FISHER ITZHAK
C/O NIELSEN N.V.
85 BROAD STREET
NEW YORK, NY10004
EVP, Global Product Leadership
Signatures
/s/ Harris Black, authorized signatory 07/01/2014
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 $48.21 to $48.53, inclusive. The reporting person undertakes 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 )Held through a limited liability company, of which the reporting person and his spouse are members. The reporting person disclaims beneficial ownership of the securities held by this limited liability company except to the extent of his pecuniary interest therein.
( 4 )Represents options to purchase shares of common stock of the Issuer, of which 1,563 vested on the grant date (June 4, 2007), 5,937 vested on December 31, 2007 and 5,937 vested on December 31, 2009. An additional 5,938 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 5,937 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013
( 5 )Represents options to purchase shares of common stock of the Issuer, which ratably vest in four installments over 4 years beginning one year after the grant date (May 11, 2011).

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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