SEC Form 4 · accession 0001209191-16-117605
Nielsen Holdings plc · NLSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arvin Kash
Officer — Vice Chairman
Period of report
May 2, 2016
Accepted (ET)
May 4, 2016 · 8:20 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 2, 2016 | M | 8,609 | $16.00 | A | 59,265 | D | |
| Common StockF1 | May 2, 2016 | S | 8,203 | $52.459 | D | 51,062 | D | |
| Common Stock | May 2, 2016 | S | 406 | $52.473 | D | 50,656 | D | |
| Common Stock | May 2, 2016 | M | 10,937 | $32.00 | A | 61,593 | D | |
| Common StockF2 | May 2, 2016 | S | 10,937 | $52.49 | D | 50,656 | D | |
| Common Stock | May 2, 2016 | M | 9,000 | $36.56 | A | 59,656 | D | |
| Common StockF3 | May 2, 2016 | S | 9,000 | $52.458 | D | 50,656 | D | |
| Common Stock | May 2, 2016 | M | 51,352 | $30.19 | A | 102,008 | D | |
| Common StockF4 | May 2, 2016 | S | 51,352 | $52.419 | D | 50,656 | D | |
| Common StockF5 | May 2, 2016 | G | 953 | $52.51 | D | 49,703 | D | |
| Common StockF6 | holding | — | — | — | 37,104 | 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 Stock (right to buy)F7 | $16.00 | May 2, 2016 | M | 8,609 | D | — | May 26, 2019 | Common Stock | 8,609 | 0 | D |
| Options to Purchase Common Stock (right to buy)F7 | $32.00 | May 2, 2016 | M | 10,937 | D | — | May 26, 2019 | Common Stock | 10,937 | 0 | D |
| Options to Purchase Common Stock (right to buy)F8 | $36.56 | May 2, 2016 | M | 9,000 | D | — | Sep 25, 2020 | Common Stock | 9,000 | 9,000 | D |
| Options to Purchase Common Stock (right to buy)F7 | $30.19 | May 2, 2016 | M | 51,352 | D | — | May 11, 2018 | Common Stock | 51,352 | 8,648 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.43 to $52.48, 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 $52.425 to $52.541, 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 $52.425 to $52.54, 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 $52.32 to $52.435, 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 a charitable donation from the Reporting Person.
- F6These securities are held by a trust for the benefit of the Reporting Person's daughter over which the Reporting Person may have investment discretion. The Reporting Person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.
- F7These options to purchase shares of common stock are currently vested and exercisable.
- F8Represents options to purchase shares of common stock of the Issuer, of which 9,000 are vested. The remaining 9,000 options will vest in equal annual installments on September 25, 2016 and September 25, 2017.