Edgar Filing: Nielsen Holdings N.V.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Blackstone Capital Partners (Cayman) V L.P.

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 THE BLACKSTONE GROUP L.P., 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2013

(Street)

NEW YORK, NY 10154

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2013		S		3,898,236 ⁽¹⁾	D	$ 31.5735 ⁽²⁾	20,134,552	I	See footnotes ⁽¹⁾ ⁽³⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	02/21/2013		S		122,664 ⁽¹⁾	D	$ 31.5735 ⁽²⁾	633,566	I	See footnotes ⁽¹⁾ ⁽⁴⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	02/21/2013		S		25,252 ⁽¹⁾	D	$ 31.5735 ⁽²⁾	130,427	I	See footnotes ⁽¹⁾ ⁽⁵⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	02/21/2013		S		3,609,091 ⁽¹⁾	D	$ 31.5735 ⁽²⁾	18,641,106	I	See footnotes ⁽¹⁾ ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	02/21/2013		S		309,109 ⁽¹⁾	D	$ 31.5735 ⁽²⁾	1,596,561	I	See footnotes ⁽¹⁾ ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	02/21/2013		S		62,384 ⁽¹⁾	D	$ 31.5735 ⁽²⁾	322,217	I	See footnotes ⁽¹⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	02/21/2013		S		276,488 ⁽¹⁾	D	$ 31.5735 ⁽²⁾	1,428,072	I	See footnotes ⁽¹⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blackstone Capital Partners (Cayman) V L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Family Investment Partnership (Cayman) V L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Participation Partnership (Cayman) V L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Capital Partners (Cayman) V-A, L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
BCP (Cayman) V-S L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
BCP V Co-Investors (Cayman) L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
BLACKSTONE FAMILY GP LLC C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Family Investment Partnership (Cayman) V-SMD L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

/s/ John G. Finley, Chief Legal Officer for BLACKSTONE CAPITAL PARTNERS (CAYMAN) V L.P.; By: Blackstone Management Associates (Cayman) V L.P., its general partner; By: BCP V GP L.L.C., its general partner		02/25/2013
^**Signature of Reporting Person		Date
/s/ John G. Finley, Chief Legal Officer for BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V L.P.; By: BCP V GP L.L.C., its general partner		02/25/2013
^**Signature of Reporting Person		Date
/s/ John G. Finley, Chief Legal Officer for BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) V L.P.; By: BCP V GP L.L.C., its general partner		02/25/2013
^**Signature of Reporting Person		Date
/s/ John G. Finley, Chief Legal Officer for BLACKSTONE CAPITAL PARTNERS (CAYMAN) V-A, L.P.; By: Blackstone Management Associates (Cayman) V L.P., its general partner; By: BCP V GP L.L.C., its general partner		02/25/2013
^**Signature of Reporting Person		Date
/s/ John G. Finley, Chief Legal Officer for BCP (CAYMAN) V-S L.P.; By: Blackstone Management Associates (Cayman) V L.P., its general partner; By: BCP V GP L.L.C., its general partner		02/25/2013
^**Signature of Reporting Person		Date
/s/ John G. Finley, Chief Legal Officer for BCP V CO-INVESTORS (CAYMAN) L.P.; By: Blackstone Management Associates (Cayman) V L.P., its general partner; By: BCP V GP L.L.C., its general partner		02/25/2013
^**Signature of Reporting Person		Date
/s/ John G. Finley, Chief Legal Officer for BLACKSTONE FAMILY GP L.L.C.		02/25/2013
^**Signature of Reporting Person		Date
/s/ John G. Finley, Chief Legal Officer for BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V-SMD L.P.; By: Blackstone Family GP L.L.C., its general partner		02/25/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares represent shares of common stock that were sold or are held by Valcon Acquisition Holding (Luxembourg) S.a.r.l. ("Luxco").
(2)	This amount represents the $32.55 secondary public offering price per share of the Issuer's common stock less the underwriting discount of $0.9765 per share.
(3)	The securities are attributable to Blackstone Capital Partners (Cayman) V L.P. ("BCP V") through its ownership of securities of Luxco.
(4)	The securities are attributable to Blackstone Family Investment Partnership (Cayman) V L.P. ("BFIP V") through its ownership of securities of Luxco.
(5)	The securities are attributable to Blackstone Participation Partnership (Cayman) V L.P. ("BPPV") through its ownership of securities of Luxco.
(6)	The securities are attributable to Blackstone Capital Partners (Cayman) V-A, L.P. ("BCP V-A") through its ownership of securities of Luxco.
(7)	The securities are attributable to BCP (Cayman) V-S L.P. ("BCP V-S") through its ownership of securities of Luxco.
(8)	The securities are attributable to BCP V Co-Investors (Cayman) L.P. ("BCPVC") through its ownership of securities of Luxco.
(9)	The securities are attributable to Blackstone Family Investment Partnership (Cayman) V-SMD L.P. ("BFIP V-SMD") through its ownership of securities of Luxco.
(10)	Blackstone Management Associates (Cayman) V, L.P. ("BMA") is the general partner of each of BCP V, BCP V-A, BCP V-S and BCPVC. Blackstone LR Associates (Cayman) V Ltd. ("BLRA") and BCP V GP L.L.C. are the general partners of BMA. The general partner of each of BFIPV and BPPV is BCP V GP L.L.C. The general partner of BFIPV-SMD is Blackstone Family GP L.L.C. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. (Continued to Footnote 11)
(11)	The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Mr. Schwarzman is director and controlling person of BLRA. Blackstone Family GP L.L.C. is controlled by its founding member, Mr. Schwarzman.
Remarks: Due to the limitations of the Securities and Exchange Commission's EDGAR system, Blackstone Management Associates (Cayman) V, L.P., Blackstone LR Associates (Cayman) V Ltd., BCP V GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Mr. Schwarzman have filed a separate Form 4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

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