SEC Form 4 · accession 0001181431-15-007670
Nielsen Holdings plc · NLSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James W Cuminale
Officer — Chief Legal Officer
Period of report
May 28, 2015
Accepted (ET)
Jun 1, 2015 · 1:09 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 Stock | May 28, 2015 | M | 11,000 | $36.56 | A | 104,321 | D | |
| Common Stock | May 28, 2015 | M | 100,000 | $30.19 | A | 204,321 | D | |
| Common Stock | May 28, 2015 | M | 57,500 | $27.98 | A | 261,821 | D | |
| Common StockF2 | May 28, 2015 | S | 168,500 | $44.99 | D | 93,321 | D | |
| Common StockF3 | holding | — | — | — | 16,497 | I | By GRATs | |
| Common StockF4 | holding | — | — | — | 12,340 | I | By Trust |
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 StockF5 | $36.56 | May 28, 2015 | M | 11,000 | D | — | Sep 25, 2020 | Common Stock | 11,000 | 33,000 | D |
| Options to Purchase Common StockF6 | $30.19 | May 28, 2015 | M | 100,000 | D | — | May 11, 2018 | Common Stock | 100,000 | 0 | D |
| Options to Purchasse Common StockF7 | $27.98 | May 28, 2015 | M | 57,500 | D | — | Jul 26, 2019 | Common Stock | 57,500 | 57,500 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $44.84 to $45.36, 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.
- F3These securities are held by grantor retained annuity trusts for which the Reporting Person is the sole trustee and sole annuitant. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein.
- F4These securities are held by a trust for which the Reporting Person's wife is the sole trustee and beneficiary. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.
- F5Represents 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).
- F6Represents 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).
- F7Represents 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 (July 26, 2012).