SEC Form 4 · accession 0001209191-15-024344
Nielsen Holdings plc · NLSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Carlyle Group L.P.
10% Owner
Carlyle Group Management L.L.C.
10% Owner
Carlyle Holdings II GP L.L.C.
10% Owner
Carlyle Holdings II L.P.
10% Owner
Period of report
Mar 5, 2015
Accepted (ET)
Mar 9, 2015 · 9:48 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,F2,F3 | Mar 5, 2015 | S | 4,000,000 | $45.00 | D | 9,371,210 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares represent shares of common stock that were sold or are held by Valcon Acquisition Holding (Luxembourg) S.a r.l. ("Luxco").
- F2Includes 7,386,092.69 securities attributable to Carlyle Partners IV Cayman, L.P. ("CP IV"), 298,298.68 securities attributable to CP IV Coinvestment Cayman, L.P. ("CP IV Coinvest") and 1,686,818.30 securities attributable to CEP II Participations S.a r.l. SICAR ("CEP II P"), each through its ownership of securities of Luxco.
- F3Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P. The general partner of each of CP IV and CP IV Coinvest is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman Investment Holdings Sub L.P. CEP II P's sole shareholder is Carlyle Europe Partners II, L.P., whose general partner is CEP II Managing GP, L.P., whose general partner is CEP II Managing GP Holdings, Ltd., whose sole shareholder is TC Group Cayman Investment Holdings Sub L.P.
Remarks
Due to the limitations of the electronic filing system, CP IV GP, Ltd., TC Group IV Cayman, L.P., Carlyle Partners IV Cayman, L.P., CP IV Coinvestment Cayman, L.P., CEP II Managing GP Holdings, Ltd., CEP II Managing GP, L.P., Carlyle Europe Partners II, L.P. and CEP II Participations S.a r.l. SICAR are filing a separate Form 4.