SEC Form 4 · accession 0000899243-18-027736
Nielsen Holdings plc · NLSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Giovanni Tavolieri
Officer — Chief Tech and Ops Officer
Period of report
Oct 26, 2018
Accepted (ET)
Oct 30, 2018 · 9:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492633
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 26, 2018 | A | 21,138 | $0.00 | A | 65,071 | D | |
| Common StockF2 | Oct 26, 2018 | A | 52,846 | $0.00 | A | 117,917 | D | |
| Common StockF3 | Oct 26, 2018 | F | 106 | $24.60 | D | 117,811 | D | |
| Common StockF3 | Oct 29, 2018 | F | 63 | $24.86 | D | 117,748 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Common Stock (right to buy)F4 | $24.60 | Oct 26, 2018 | A | 371,429 | A | — | Oct 26, 2025 | Common Stock | 371,429 | 371,429 | D |
Explanation of responses
- F1Represents restricted stock units of the Issuer, which ratably vest in annual installments over 4 years beginning one year after the grant date (October 26, 2018).
- F2Represents restricted stock units of the Issuer, which ratably vest in annual installments over 3 years beginning one year after the grant date (October 26, 2018).
- F3Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units previously granted to the Reporting Person.
- F4These options to purchase shares of common stock are subject to both performance and time vesting requirements. The performance vesting requirement will be satisfied upon the Issuer's common stock achieving a minimum closing trading price per share of at least 125% of the closing trading price on the date of grant for a period of at least 21 consecutive trading days before October 26, 2021. The time vesting requirement will be satisfied in three equal annual installments beginning on October 26, 2019.