SEC Form 4 · accession 0001209191-15-083311
Nielsen Holdings plc · NLSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Calhoun
Director
Period of report
Dec 2, 2015
Accepted (ET)
Dec 3, 2015 · 5:26 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 | Dec 2, 2015 | M | 2,908 | $16.00 | A | 1,162,549 | D | |
| Common StockF1 | Dec 2, 2015 | S | 2,908 | $47.38 | D | 1,159,641 | D | |
| Common Stock | Dec 2, 2015 | M | 120,625 | $16.00 | A | 1,280,266 | D | |
| Common StockF2 | Dec 2, 2015 | S | 120,625 | $47.17 | D | 1,159,641 | D | |
| Common StockF3 | 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)F4 | $16.00 | Dec 2, 2015 | M | 2,908 | D | — | Nov 22, 2016 | Common Stock | 2,908 | 0 | D |
| Options to Purchase Common Stock (right to buy)F5 | $16.00 | Dec 2, 2015 | M | 120,625 | D | — | Nov 22, 2016 | Common Stock | 120,625 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $47.21 to $47.46, 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 $46.94 to $47.49, 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 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.
- F4Represents 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.
- F5Represents 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.