SEC Form 4 · accession 0001181431-15-002894

Nielsen Holdings plc · NLSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey Charlton

Officer — SVP & Corporate Controller

Period of report

Feb 18, 2015

Accepted (ET)

Feb 20, 2015 · 12:20 pm EST

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
Common Stock	Feb 18, 2015	M	6,234	$16.00	A	20,982	D
Common Stock^F1	Feb 18, 2015	S	6,234	$45.03	D	14,748	D
Common Stock	Feb 18, 2015	M	1,039	$32.00	A	15,787	D
Common Stock^F2	Feb 18, 2015	S	1,039	$45.00	D	14,748	D
Common Stock	Feb 18, 2015	M	2,375	$36.56	A	17,123	D
Common Stock^F3	Feb 18, 2015	S	2,375	$45.01	D	14,748	D
Common Stock	Feb 18, 2015	M	5,000	$30.19	D	19,748	D
Common Stock^F1	Feb 18, 2015	S	5,000	$45.03	D	14,748	D
Common Stock	Feb 18, 2015	M	3,750	$27.98	D	18,498	D
Common Stock^F4	Feb 18, 2015	S	3,750	$45.00	D	14,748	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^F5	$16.00	Feb 18, 2015	M	6,234	D	—	Feb 2, 2017	Common Stock	6,234	0	D
Options to Purchase Common Stock^F5	$32.00	Feb 18, 2015	M	1,039	D	—	Feb 2, 2017	Common Stock	1,039	0	D
Options to Purchase Common Stock^F6	$36.56	Feb 18, 2015	M	2,375	D	—	Sep 25, 2020	Common Stock	2,375	7,125	D
Options to Purchase Common Stock^F7	$30.19	Feb 18, 2015	M	5,000	D	—	May 11, 2018	Common Stock	5,000	5,000	D
Options to Purchase Common Stock^F8	$27.98	Feb 18, 2015	M	3,750	D	—	Jul 26, 2019	Common Stock	3,750	7,500	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $45.00 to $45.11, 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.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $45.00 to $45.02, 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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $45.00 to $45.04, 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $45.00 to $45.045, 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.
F5Represents options to purchase shares of common stock of the Issuer, of which all of the shares are vested.
F6Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over 4 years beginning one year after the grant date (September 25, 2013).
F7Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over four years beginning one year after the grant date (May 11, 2011).
F8Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over four years beginning one year after the grant date (July 26, 2012).