SEC Form 4 · accession 0001209191-15-082466

Nielsen Holdings plc · NLSN

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

Reporting owner

David L Calhoun

Director

Period of report

Nov 25, 2015

Accepted (ET)

Nov 30, 2015 · 3:23 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	Nature of ownership
Common Stock	Nov 25, 2015	M	202,908	$16.00	A	1,362,549	D
Common Stock^F1	Nov 25, 2015	S	100,281	$46.80	D	1,262,268	D
Common Stock^F2	Nov 25, 2015	S	102,627	$46.80	D	1,159,641	D
Common Stock	Nov 25, 2015	M	106,594	$16.00	A	1,266,235	D
Common Stock^F1	Nov 25, 2015	S	106,594	$46.80	D	1,159,641	D
Common Stock	Nov 27, 2015	M	37,609	$16.00	A	1,197,250	D
Common Stock^F3	Nov 27, 2015	S	18,904	$46.87	D	1,178,346	D
Common Stock^F3	Nov 27, 2015	S	18,705	$46.88	D	1,159,641	D
Common Stock	Nov 27, 2015	M	18,817	$16.00	A	1,178,458	D
Common Stock^F3	Nov 27, 2015	S	18,817	$46.87	D	1,159,641	D
Common Stock^F4	holding	—	—		—	99,999	I	By Trusts

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)^F5	$16.00	Nov 25, 2015	M	202,908	D	—	Nov 22, 2016	Common Stock	202,908	251,305	D
Options to Purchase Common Stock (right to buy)^F6	$16.00	Nov 25, 2015	M	106,594	D	—	Nov 22, 2016	Common Stock	106,594	252,621	D
Options to Purchase Common Stock (right to buy)^F5	$16.00	Nov 27, 2015	M	37,609	D	—	Nov 22, 2016	Common Stock	37,609	213,696	D
Options to Purchase Common Stock (right to buy)^F6	$16.00	Nov 27, 2015	M	18,817	D	—	Nov 22, 2016	Common Stock	18,817	233,804	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.65 to $46.91, 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 $46.64 to $46.91, 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 $46.33 to $47.12, 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 securities are held by various trusts for the benefit of the reporting person and his family members as to which the reporting person or his wife is the trustee. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein.
F5Represents options to purchase shares of common stock of the Issuer, of which 93,750 vested on December 31, 2006, 356,250 vested on December 31, 2007, 356,250 vested on December 31, 2009, 356,250 vested on December 31, 2012 and 356,200 vested on December 31, 2013.
F6Represents options to purchase shares of common stock of the Issuer, 81% of which vested at the time of the Issuer's initial public offering and 19% which vested on December 31, 2011.